Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | May. 18, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Medefile International, Inc. | |
Entity Central Index Key | 842,013 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to Form 10-Q for the period ended March 31, 2015, amends our Quarterly Report on Form 10-Q for the period ended March 31, 2015, which was originally filed with the Securities and Exchange Commission on May 19, 2015 (the "Original 10-Q") This amendment is being filed solely to restate the financial statements as of and for the quarter ended March 31, 2015 for a failure to properly account for the derivative liability on a convertible note. Except with respect to the financial statements, and corresponding changes to Management's Discussion and Analysis of Financial Condition and Results of Operations, the Original 10-Q has not been amended, updated or otherwise modified. | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,015 | |
Entity Common Stock, Shares Outstanding | 572,953,672 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 512,714 | $ 36,170 |
Accounts receivable | 4,938 | 5,425 |
Inventory | 23,096 | 23,412 |
Merchant services reserve | $ 2,939 | 2,939 |
Prepaid expense | 5,709 | |
Total current assets | $ 543,687 | 73,655 |
Website development, net of accumulated amortization | $ 243,643 | $ 265,792 |
Furniture and equipment, net of accumulated depreciation | ||
Total assets | $ 787,330 | $ 339,447 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 49,886 | 47,697 |
Convertible debenture | 84,586 | 122,538 |
Deferred revenues | 1,018 | 684 |
Derivative liability - convertible note | 33,243 | |
Derivative liability - warrants | 51 | |
Total Current Liabilities | $ 168,733 | $ 170,970 |
Stockholders' Equity | ||
Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding | ||
Common stock, $.0001 par value: 500,000,000 authorized; 522,953,672 and 225,836,554 shares issued and outstanding on March 31, 2015 and December 31, 2014, respectively | $ 52,295 | $ 22,583 |
Additional paid in capital | 28,060,805 | 27,430,517 |
Common stock to be issued | 69,920 | 69,920 |
Accumulated deficit | (27,564,423) | (27,354,543) |
Total stockholders' equity | 618,597 | 168,477 |
Total liability and stockholders' equity | $ 787,330 | $ 339,447 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Basis of Presentation and Nature of Business Operations - Balance Sheet [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 522,953,672 | 225,836,554 |
Common stock, shares outstanding | 522,953,672 | 225,836,554 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 13,100 | $ 15,926 |
Cost of goods sold | 316 | 279 |
Gross profit | 12,784 | 15,647 |
Operating expenses | ||
Selling, general and administrative expenses | 165,275 | 173,607 |
Depreciation and amortization expenses | 22,149 | 106 |
Total operating expenses | 187,424 | 173,713 |
Loss from operations | (174,640) | (158,066) |
Other income (expenses) | ||
Interest expense - convertible note | $ (2,048) | (2,737) |
Interest expense - discount on convertible note | $ (27,124) | |
Change in derivative liability - convertible note | $ (33,243) | |
Change of derivative liabilities - warrants | 51 | $ 948,857 |
Total other income (expense) | (35,240) | 918,996 |
Gain (loss) before income tax | $ (209,880) | $ 760,930 |
Provision for income tax | ||
Net income (loss) | $ (209,880) | $ 760,930 |
Net loss per share: basic | $ 0 | $ 0.02 |
Net loss per share: diluted | $ 0 | $ 0 |
Weighted average share outstanding basic | 265,897,289 | 40,706,899 |
Weighted average share outstanding diluted | 266,954,614 | 40,777,993 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Total | Preferred | Common Stock | APIC | Common Stock Payable | Accumulated Deficit |
Beginning Balance at Dec. 31, 2012 | $ (5,235,708) | $ 1,141 | $ 23,886,499 | $ (29,123,348) | ||
Beginning Balance (in shares) at Dec. 31, 2012 | 11,413,189 | |||||
Sale of common stock | 915,000 | $ 1,742 | 913,258 | |||
Sale of common stock (in shares) | 17,421,429 | |||||
Adjustment to derivative liability | 2,190,460 | 2,190,460 | ||||
Covertible debenture discount | $ 110,000 | 110,000 | ||||
Common stock issued for anti-dilution | $ 1,187 | (1,187) | ||||
Common stock issued for anti-dilution (in shares) | 11,872,281 | |||||
Common stock payable | $ 69,920 | $ 69,920 | ||||
Net loss | 1,427,251 | 1,427,251 | ||||
Ending Balance at Dec. 31, 2013 | (523,077) | $ 4,070 | 27,099,030 | 69,920 | (27,696,097) | |
Ending Balance (in shares) at Dec. 31, 2013 | 40,706,899 | |||||
Sale of common stock | 350,000 | $ 3,500 | 346,500 | |||
Sale of common stock (in shares) | 35,000,000 | |||||
Common stock issued for anti-dilution | $ 15,013 | (15,013) | ||||
Common stock issued for anti-dilution (in shares) | 150,129,655 | |||||
Net loss | 341,554 | 341,554 | ||||
Ending Balance at Dec. 31, 2014 | 168,477 | $ 22,583 | 27,430,517 | 69,920 | (27,354,543) | |
Ending Balance (in shares) at Dec. 31, 2014 | 225,836,554 | |||||
Sale of common stock | 620,000 | $ 27,910 | 592,090 | |||
Sale of common stock (in shares) | 279,099,100 | |||||
Stock issued for conversion of debt | 40,000 | $ 1,802 | 38,198 | |||
Stock issued for debt conversion (in shares) | 18,018,018 | |||||
Net loss | (209,880) | (209,880) | ||||
Ending Balance at Mar. 31, 2015 | $ 618,597 | $ 52,295 | $ 28,060,805 | $ 69,920 | $ (27,564,423) | |
Ending Balance (in shares) at Mar. 31, 2015 | 522,953,672 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities | ||
Net income | $ (209,880) | $ 760,930 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | $ 106 | |
Amortization | $ 22,149 | |
Interest expense - discount on convertible debenture | $ 27,124 | |
Change in derivative - convertible note | $ 33,243 | |
(Gain) loss in fair value of derivative liabilities - warrants | (51) | (948,857) |
Changes in operating assets and liabilities | ||
Accounts receivable | 487 | (2,089) |
Inventory | 316 | 279 |
Prepaid insurance | 5,709 | 1,057 |
Accounts payable and accrued liabilities | 2,189 | (9,656) |
Accrued Interest - convertible debenture | 2,048 | 2,737 |
Deferred revenue | 334 | (772) |
Net cash used in operating activities | $ (143,456) | $ (169,141) |
Cash flows from investing activities | ||
Net cash used in investing activities | ||
Cash flow from financing activities | ||
Proceeds from common stock subscriptions | $ 620,000 | |
Net cash provided by financing activities | 620,000 | |
Net increase (decrease) in cash and cash equivalents | 476,544 | $ (169,141) |
Cash and cash equivalents at beginning of period | 36,170 | 266,843 |
Cash and cash equivalents at end of period | $ 512,714 | $ 97,702 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Stock issued for conversion of debt | $ 40,000 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Business Operations | 3 Months Ended |
Mar. 31, 2015 | |
Basis of Presentation and Nature of Business Operations [Abstract] | |
BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS | 1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS Basis of Presentation The accompanying unaudited condensed consolidated financial statements of MedeFile International Inc., a Nevada corporation (the "Company"), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2014. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of March 31, 2015, and the results of operations and cash flows for the three months ended March 31, 2015 and 2014. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year. Restatement The Company entered into two 10% Secured Convertible Debentures with a significant shareholder. The debentures carry a one year term. The debentures were issued in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. The company assessed the fair value of the conversion option using the Black Scholes pricing model and recorded a derivative liability for the value. The adjustment for this valuation to Derivative Liability is $33,243. An adjustment to change in fair value of derivative liability is a loss of $33,243 for the quarter ended March 31, 2015. During the first quarter 2015, the company recognized a change in derivative for the convertible debenture in amount of $33,243, the resulting derivative liability balance at March 31, 2015 is $33,243. The following table provides additional details regarding the changes to the balance sheet, statement of operations and statement of cash flows as of and for the three months ended March 31, 2015. Original Restated March 31, Restatement March 31, 2015 Adjustments 2015 Cash $ 512,714 - $ 512,714 Accounts receivable 4,938 - 4,938 Inventory 23,096 - 23,096 Merchant services reserve 2,939 - 2,939 Prepaid expense - - - 543,687 543,687 Website development, net of accumulated amortization 243,643 - 243,643 Furniture and equipment, net of accumulated depreciation - - - Total assets $ 787,330 $ 787,330 Current Liabilities Accounts payable and accrued liabilities $ 49,886 - $ 49,886 Convertible debenture 84,586 - 84,586 Deferred revenues 1,018 - 1,018 Derivative liability - convertible note - 33,243 33,243 Derivative liability - warrants - - - Total Current Liabilities 135,490 168,733 Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding - - - Common stock, $.0001 par value: 500,000,000 authorized; 522,953,672 shares issued and outstanding 52,295 - 52,295 Additional paid in capital 28,060,805 - 28,060,805 Common stock to be issued 69,920 - 69,920 Accumulated deficit (27,531,180 ) (33,243 ) (27,564,423 ) Total stockholders' equity 651,840 618,597 Total liability and stockholders' equity $ 787,330 $ 787,330 For the For the three months three months ended ended March 31, March 31, 2015 2015 Revenue 13,100 - 13,100 Cost of goods sold 316 - 316 Gross profit 12,784 12,784 Operating expenses Selling, general and administrative expenses 165,275 - 165,275 Depreciation and amortization expenses 22,149 - 22,149 Total operating expenses 187,424 187,424 Loss from operations (174,640 ) (174,640 ) Other income (expenses) Interest expense - convertible note (2,048 ) - (2,048 ) Change in derivative liability - convertible note - (33,243 ) (33,243 ) Change of derivative liabilities – warrants 51 - 51 Total other income (expense) (1,997 ) (35,240 ) Gain (loss) before income tax (176,637 ) (209,880 ) Provision for income tax Net income (loss) $ (176,637 ) $ (209,880 ) Net loss per share: basic $ (0.00 ) $ (0.01 ) Net loss per share: diluted $ (0.00 ) Weighted average share outstanding basic 265,897,289 40,706,899 Weighted average share outstanding diluted 266,954,614 For the For the three months three months ended ended March 31, March 31, 2015 2015 Cash flows from operating activities Net income $ (176,637 ) (33,243 ) $ (209,880 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation - - - Amortization 22,149 - 22,149 Interest expense - discount on convertible debenture - - - Change in derivative - convertible note - 33,243 33,243 (Gain)loss in fair value of derivative liabilities – warrants (51 ) - (51 ) Changes in operating assets and liabilities - Accounts receivable 487 - 487 Inventory 316 - 316 Prepaid insurance 5,709 - 5,709 Accounts payable and accrued liabilities 2,189 - 2,189 Accrued Interest - convertible debenture 2,048 - 2,048 Deferred revenue 334 - 334 Net Cash used in operating activities (143,456 ) (143,456 ) Cash flows from investing activities Net cash used in investing activities - - Cash flow from financing activities Proceeds from common stock subscriptions 620,000 - 620,000 Net cash provided by financing activities 620,000 620,000 Net increase (decrease) in cash and cash equivalents 476,544 476,544 Cash and cash equivalents at beginning of period 36,170 36,170 Cash and cash equivalents at end of period $ 512,714 $ 512,714 Supplemental disclosure of cash flow information Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Stock issued for conversion of debt $ 40,000 $ 40,000 Nature of Business Operations Medefile International, Inc. has developed and globally markets a proprietary, patient-centric, Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s actual medical records. Medefile's goal is to revolutionize the medical industry by bringing patient-centric digital technology to the business of medicine. Medefile intends to accomplish its objective by providing individuals with a simple and secure way to access their lifetime of actual medical records in an efficient and cost-effective manner. Medefile's products and services are designed to provide healthcare providers with the ability to reference their patients’ actual past medical records, thereby ensuring the most accurate treatment and services possible while simultaneously reducing redundant procedures. Interoperable with most electronic medical record systems utilized by physician practices, clinics, hospitals and other care providers, the highly secure, feature-rich MedeFileiPHR solution has been designed to gather all of its members’ actual medical records on behalf of each member, and create a single, comprehensive Electronic Health Record (EHR). The member can access his/her records 24-hours a day, seven days a week – or authorize a third party user – on any web-enabled device (PC, cell phone, PDA, e-reader, et al), as well as the portable MedeFile flash drive/keychain or branded UBS-bracelet. By subscribing to the MedeFile system, members empower themselves to take control of their own health and well-being, and empower their healthcare providers to make sound and lifesaving decisions with the most accurate, up-to-date medical information available. In addition, with MedeFile, members enjoy the peace of mind that comes from knowing that their medical records are protected from fire, natural disaster, document misplacement or the closing of a medical or dental practice. MedeFile believes it enjoys a number of competitive advantages over other firms within the medical records marketplace, including: ● MedeFile has developed products and services geared to the patient, which also have the depth and breadth of information required by treating physicians and medical personnel. ● MedeFile does all the work of collecting and updating medical information on an ongoing basis; our products’ dependence on the patient taking action is minimal – particularly when compared to patient action required to support competing solutions. ● MedeFile provides a complete medical record. Other companies claim complete longitudinal records, but in reality only provide histories (usually completed by the member/patient), which are by no means complete or necessarily accurate records. ● MedeFile provides a coherent mix of services and products that are intended to improve the quality of healthcare by enabling the patient to manage and access the information normally retained by doctors and other care providers. Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported an operating loss of $174,640 and a net loss of $209,880 for the three months ended March 31, 2015. During the comparable three month period of 2014, the Company had an operating loss of $158,066 and net income (as a result of the change in the valuation of the Company’s warrant derivative) of $760,930. The Company had an accumulated deficit of $27,564,423 as of March 31, 2015. The Company has working capital of $374,954 as of March 31, 2015. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company's control. We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating account is not above the FDIC limit. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years. Trademark Costs Trademark costs incurred in the registration and acquisition of trademarks and trademark rights are capitalized. These costs will be amortized over the legal life of the related trademark once the trademark is awarded. The Company performs an annual review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets may not be recoverable. The Company expenses all software costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred. Website Development The Company's policy is to capitalize website development costs at original cost and amortize the balance over the life of the product. The life of website is determined at completion of the project. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts of the assets may not be recoverable. The Company expenses all development costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred. Revenue Recognition The Company generates revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Deferred Revenue The Company generally receives subscription fees for its services. From time to time, the Company will receive quarterly or annual subscriptions paid in advance and deferred revenue is recorded at that time. The deferred revenue is amortized into revenue on a pro- rata basis each month. Customers with quarterly or annual subscriptions may cancel their subscriptions and request a refund for future months' revenues at any time. Therefore, a liability is recorded to reflect the amounts that are potentially refundable. At March 31, 2015 and December 31, 2014, deferred revenue totaled $1,018 and $684, respectively. Recent Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning November 1, 2017 and, at that time the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements and disclosures. In January 2014, the FASB issued ASU 2014-04, an update to ASC 310, "Receivables." The ASU clarifies that an in substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendments may be adopted using either a modified retrospective transition method or a prospective transition method. Early adoption of the guidance is permitted. The impact of this guidance is currently being evaluated by the Company, but is not expected to have a significant impact on the Company's financial position, results of operations or disclosures. Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities The carrying amounts of these items approximated fair value. Fair value is defined as 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. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques 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 measurements). Level 1 Level 2 Level 3 The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below: Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Website development $ - $ - $ 243,643 $ 243,643 Total $ - $ - $ 243,643 $ 243,643 Liabilities Derivative Liability – Convertible Note $ $ $33,243 $ 33,243 Deferred Revenues 1,018 - - 1,018 Total $ 1,018 $ - $ 33,243 $ 34,261 Impairment of Long Lived Assets In accordance with Accounting Standards Codification (“ASC”) 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset’s carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. Inventory Inventories are stated at the lower of cost or market value. Cost is determined by the first-in, first-out basis and market being determined as the lower of replacement cost or net realizable value. The Company records inventory write-downs for estimated obsolescence of unmarketable inventory based upon assumptions about future demand and market conditions. For the year ended December 31, 2014 the Company had an inventory write down in the amount of $30,000. There was no write down of inventory in the three months ended March 31, 2015. Net Loss per Share Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Stock Based Compensation The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2015 | |
Accounts Receivable [Abstract] | |
ACCOUNTS RECEIVABLE | 2. ACCOUNTS RECEIVABLE Due to the collection history of the Company, the Company does not maintain an allowance for doubtful accounts. Recognition of a specific uncollectible account is written directly against the invoice in accounts receivable and expensed in the current period. Accounts receivables as of March 31, 2015 totaled $4,938 and $5,425 as of December 31, 2014. |
Website Development
Website Development | 3 Months Ended |
Mar. 31, 2015 | |
Website Development [Abstract] | |
WEBSITE DEVELOPMENT | 3. WEBSITE DEVELOPMENT Website development consists of the following: March 31, December 31, Website development $ 328,737 $ 324,285 Additional development - 4,453 Accumulated amortization (85,094 ) (62,946 ) Net website development $ 243,643 $ 265,792 The Company completed the redesign in January 2015. The redesign is being amortized over a three year period. Amortization expense for the three month period ending March 31, 2015 was $22,149 compared to $0 for the three month period ended March 31, 2014, respectively. |
Furniture and Equipment
Furniture and Equipment | 3 Months Ended |
Mar. 31, 2015 | |
Furniture and Equipment [Abstract] | |
FURNITURE AND EQUIPMENT | 4. FURNITURE AND EQUIPMENT Furniture and equipment consists of the following: March 31, 2014 December 31, Computers and equipment $ 169,286 $ 169,286 Furniture and fixtures 38,618 38,618 Subtotal 207,904 207,904 Less: accumulated depreciation (207,904 ) (207,904 ) Net furniture and equipment $ - $ - Depreciation is calculated by using the straight-line method over the estimated useful life. Furniture and equipment was fully depreciated as of March 31, 2015. Depreciation expense for the three months ended March 31, 2015 and 2014 totaled $0 and $106, respectively. |
Convertible Debebture - Related
Convertible Debebture - Related Party | 3 Months Ended |
Mar. 31, 2015 | |
Convertible Debebture - Related Party [Abstract] | |
CONVERTIBLE DEBEBTURE - RELATED PARTY | 5. CONVERTIBLE DEBENTURE – RELATED PARTY The Company entered into two 10% Secured Convertible Debentures with a significant shareholder. The debentures carry a one year term. The debentures were issued in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. Both debentures are convertible into common stock at a conversion price of the lower of $0.10 (subject to adjustments for the events of stock splits, stock dividends and similar transactions) or 80% of the previous day’s market price of common stock. March 31, December 31, Convertible debenture – related party $ 122,538 $ 122,538 Accumulated Interest 2,048 Payment (40,000 ) - Convertible debenture $ 84,586 $ 122,538 |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2015 | |
Warrant Liability [Abstract] | |
WARRANT LIABILITY | 6. WARRANT LIABILITY In connection with certain securities purchase agreements entered into during the third quarter of 2011 and the second quarter of 2012 , the Company granted warrants with ratchet provisions. The warrants contain an expiration date of four years from the date of grant. During the first two years of grant, if the Company issues any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price will be adjusted to equal the average price per share received by the Company for the additional shares issued. After the first two years following the issuance date, if the Company issues any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price will be adjusted using a formula based on the existing exercise price, the outstanding shares before and after the issuance of such shares, and the average price during the issuance of such shares. In addition to the exercise price adjustment, the number of shares upon exercise of the warrants is also subject to adjustment. Upon grant, the Company assesses the fair value of the warrants using the Black Scholes pricing model and records a warrant liability for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the warrant liability to the new value, and records a corresponding gain or loss (see below for variables used in assessing the fair value). The Company uses expected volatility based primarily on historical volatility using weekly pricing observations for recent periods that correspond to the expected life of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates. Due to the ratchet provisions, the Company treats the warrants as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. As of March 31, 2015, these warrants include the following: Warrants granted during July 2011 in connection with the sale of 35,461 shares of common stock with the right to originally purchase up to 35,461 shares of the Company’s common stock with an original exercise price of $2.50. Due to the issuance of the Company’s common stock in April 2012, the exercise price was adjusted to $0.50 and the number of shares to 1,808,511. Fair value was determined using the following variables: Grant Date March 31, 2015 December 31, 2014 Risk-free interest rate at grant date 1.21 % 1.13 % 1.27 % Expected stock price volatility 194.9 % 92.2 % 189.65 % Expected dividend payout - - - Expected option in life-years 4 .27 1.5 Warrants granted during April 2012 in connection with the sale of 100,000 shares of the Company’s preferred stock to a significant shareholder and brother of the then-Chief Executive Officer with the right to purchase up to 200,000 shares of the Company’s common stock with an exercise price of $0.50. Fair value was determined using the following variables: Grant Date March 31, 2015 Risk-free interest rate at grant date 0.47 % 1.13 % Expected stock price volatility 137.8 % 92.2 % Expected dividend payout - - Expected option in life-years 3.75 1.03. Warrants granted during April 2012 in connection with the sale of 1,000,000 shares of the Company’s common stock with an exercise price of $0.50. Grant Date March 31, 2015 Risk-free interest rate at grant date 0.47 % 1.13 % Expected stock price volatility 137.8 % 92.2 % Expected dividend payout - - Expected option in life-years 3.75 1.05 Transactions involving warrants with ratchet provisions are as follows: Number of Warrants Weighted-Average Price Per Share Outstanding at December 31, 2013 3,008,511 $ 0.50 Granted Exercised Canceled or expired Additional due to ratchet trigger Outstanding at December 31, 2014 3,008,511 0.50 Granted Exercised Canceled or expired Addition due to ratchet trigger Outstanding at March 31, 2015 3,008,511 $ 0.50 As of March 31, 2015 and December 31, 2014, the warrant liability consisted of the following: March 31, 2015 December 31, 2014 Warrant liability (beginning balance) $ 51 $ 5,618,819 Additional liability due to new grants Loss(gain) on changes in fair market value of warrant liability (51) (5,618,786) Net warrant liability $ - $ 51 Change in fair market value of warrant liability resulted in a gain of $51 and a loss of $948,857 for the three months ended March 31 2015 and 2014, respectively. |
Derivative Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | 7. DERIVATIVE LIABILITY The following Secured Convertible Debentures entered into in November and December 2013 contain ratchet provisions regarding the conversion of debt into shares of common stock. The Company entered into 10% Secured Convertible Notes in November 2013 and December 2013, both for a term of 12 months. The debentures are in the amount of $50,000 and $60,000 respectively. The conversion price of the note is based on 80% of the previous day’s market price. The Company assesses the fair value of the conversion option using the Black Scholes pricing model and records a derivative expense and a corresponding derivative liability for the value. The Company then assesses the fair value of the derivative liability quarterly based on the Black Scholes Model and increases or decreases the liability to the new value, and records a corresponding gain or loss. The Company uses expected volatility based primarily on historical volatility using daily pricing observations for recent periods that correspond to the expected life of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates. Due to the ratchet provisions, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. March 31, Risk-free interest rate at grant date .26 % Expected stock price volatility 248 % Expected dividend payout – Expected option in life-years 1.0 As of March 31 2015, derivative liability for this note is $33,243 and the change of derivative liability for the three months ended March 31, 2015 was $33,243. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
EQUITY | 8. EQUITY Common Stock On October 8, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, pursuant to which (i) the Company effected a 5,000-to-1 reverse split of its common stock and (ii) the number of authorized shares of the Company’s common stock decreased from 75,000,000,000 to 100,000,000. The market effective date of the reverse split was October 9, 2012. The effect of the stock split has been applied retroactively. On December 19, 2013 the Company increased its authorized shares of common stock from 100,000,000 to 500,000,000. On February 10, 2015 the Company increased its authorized shares of common stock from 500,000,000 to 700,000,000. 2013 On January 17, 2013 the Company entered into a Securities Purchase Agreement pursuant to which the Company sold 400,000 shares of common stock for an aggregate purchase price of $200,000 On April 15, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 2,000,000 shares of common stock for an aggregate purchase price of $400,000. On May 1, 2013 the Company issued an aggregate of 11,872,281shares of common stock to purchasers under the securities purchase agreements entered into by the Company in July 2011 and April 2012 pursuant to anti-dilution rights held by such purchasers. On August 27, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 42,743 shares of common stock for an aggregate purchase price of $29,920. On September 23, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 21,429 shares of common stock for an aggregate purchase price of $15,000. On December 17, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 2,000,000 shares of common stock for an aggregate purchase price of $40,000. On December 20, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 15,000,000 shares of common stock for an aggregate purchase price of $300,000. 2014 On April 17, 2014, the Company issued an aggregate of 150,129,655 shares of common stock to certain shareholders of the Company, in accordance with anti-dilution rights held by such shareholders, including 125,584,200 shares to Lyle Hauser and 24,545,455 shares to purchasers under Securities Purchase Agreements entered into by the Company in July 2011. Lyle Hauser is the Company's largest shareholder. On July 3, 2014, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 15,000,000 shares of common stock for an aggregate purchase price of $200,000. On July 6, 2014, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 20,000,000 shares of common stock for an aggregate purchase price of $150,000. 2015 During the first quarter of 2015, the Company issued an aggregate of 279,099,100 shares of common stock to purchasers under the securities purchase agreements entered into by the Company in January and February 2015 for aggregate price of $620,000. On March 18, 2015 the Company issued 18,018,018 shares of common stock in exchange for $40,000 of debt owed by the Company Preferred Stock On April 10, 2012, the Company filed a certificate of designation of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of Nevada, pursuant to which 100,000 shares of the Company’s preferred stock were designated as Series B Convertible Preferred Stock (the “Series B Preferred Stock”). Pursuant to the Series B Certificate of Designation, the Series B Preferred Stock: ● Has a liquidation preference over the common stock equal to the stated value of $1.00 per share. ● Votes as a single class with the common stock and entitles its holders, for each share of Series B Preferred Stock, to cast such number of votes equal to 0.00051% of the total number of votes entitled to be cast. Accordingly, a holder of all 100,000 shares of Series B Preferred Stock will have the right to cast 51% of the total number of votes entitled to be cast. ● Will automatically convert into common stock at a ratio of 2 shares of common stock for each share of Series B Preferred Stock, effective upon the Company’s filing of a certificate of amendment to its articles of incorporation. On April 12, 2012, the Company entered into a securities purchase agreement with Lyle Hauser (the “Preferred Stock Investor”). Lyle Hauser is the Company’s largest shareholder and the brother of Kevin Hauser, the Company’s then-chief executive officer. Pursuant to the purchase agreement, on April 12, 2012, the Company sold 100,000 shares of Series B Preferred Stock to the Preferred Stock Investor for an aggregate purchase price of $100,000, and the Company issued four-year warrants to purchase 200,000 shares of common stock to the Preferred Stock Investor with an exercise price of $0.50. On April 23, 2012, 100,000 Series B Preferred shares were converted to 200,000 shares of common stock. Stock Options 2008 Amended and Restated Incentive Stock Plan In November 2008, our Board of Directors adopted the 2008 Equity Incentive Plan and subsequently amended it in January 2009, June 2009 and July 2009 (the “2008 Plan”). The purpose of the 2008 Plan was to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2008 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2008 Plan will be administered by our Board of Directors until such time as such authority has been delegated to a committee of the board of directors. Other Warrants On June 22, 2011, the Company awarded 2,000 Common Stock warrants, at an exercise price of $50 per share, to consultants for services at the quoted stock price on the effective date of the awards. The warrants have an expiration date of four years from the issue date and contain provisions for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions listed below. Risk-free interest rate at grant date 0.39 % Expected stock price volatility 172.1 % Expected dividend payout -- Expected option in life-years 4 On July 28, 2011, the Company awarded 27,000 Common Stock Warrants, at an exercise price of $25 per share to consultants for services at the quoted stock price on the effective date of the awards. The warrants have an expiration date of three years from the issue date and contain provisions for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services was determined using the Black-Scholes pricing model and the assumptions listed below. These warrants have expired. Transactions involving warrants are summarized as follows: Number of Weighted- Outstanding at December 31, 2013 29,000 30.07 Granted - - Exercised 27,000 25.00 Canceled or expired - - Outstanding at December 31, 2014 2,000 $ 50.00 Granted - - Exercised - - Canceled or expired - - Outstanding at March 31, 2015 2,000 $ 50.00 Warrants Outstanding Weighted Average Remaining Exercise Number Contractual Prices Outstanding Life (years) $ 25 2,000 .25 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS The Company entered into two 10% Secured Convertible Debentures with a significant shareholder. The debentures carry a one year term. The debentures were issued in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. Both debentures are convertible into common stock at a conversion price of the lower of $0.10 (subject to adjustments for the events of stock splits, stock dividends and similar transactions) or 80% of the previous day’s market price of common stock. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS Management has evaluated all events through the date of issuance and there are no reportable subsequent events. |
Basis of Presentation and Nat17
Basis of Presentation and Nature of Business Operations (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Basis of Presentation and Nature of Business Operations [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of MedeFile International Inc., a Nevada corporation (the "Company"), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2014. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of March 31, 2015, and the results of operations and cash flows for the three months ended March 31, 2015 and 2014. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year. |
Restatement | Restatement The Company entered into two 10% Secured Convertible Debentures with a significant shareholder. The debentures carry a one year term. The debentures were issued in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. The company assessed the fair value of the conversion option using the Black Scholes pricing model and recorded a derivative liability for the value. The adjustment for this valuation to Derivative Liability is $33,243. An adjustment to change in fair value of derivative liability is a loss of $33,243 for the quarter ended March 31, 2015. During the first quarter 2015, the company recognized a change in derivative for the convertible debenture in amount of $33,243, the resulting derivative liability balance at March 31, 2015 is $33,243. The following table provides additional details regarding the changes to the balance sheet, statement of operations and statement of cash flows as of and for the three months ended March 31, 2015. Original Restated March 31, Restatement March 31, 2015 Adjustments 2015 Cash $ 512,714 - $ 512,714 Accounts receivable 4,938 - 4,938 Inventory 23,096 - 23,096 Merchant services reserve 2,939 - 2,939 Prepaid expense - - - 543,687 543,687 Website development, net of accumulated amortization 243,643 - 243,643 Furniture and equipment, net of accumulated depreciation - - - Total assets $ 787,330 $ 787,330 Current Liabilities Accounts payable and accrued liabilities $ 49,886 - $ 49,886 Convertible debenture 84,586 - 84,586 Deferred revenues 1,018 - 1,018 Derivative liability - convertible note - 33,243 33,243 Derivative liability - warrants - - - Total Current Liabilities 135,490 168,733 Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding - - - Common stock, $.0001 par value: 500,000,000 authorized; 522,953,672 shares issued and outstanding 52,295 - 52,295 Additional paid in capital 28,060,805 - 28,060,805 Common stock to be issued 69,920 - 69,920 Accumulated deficit (27,531,180 ) (33,243 ) (27,564,423 ) Total stockholders' equity 651,840 618,597 Total liability and stockholders' equity $ 787,330 $ 787,330 For the For the three months three months ended ended March 31, March 31, 2015 2015 Revenue 13,100 - 13,100 Cost of goods sold 316 - 316 Gross profit 12,784 12,784 Operating expenses Selling, general and administrative expenses 165,275 - 165,275 Depreciation and amortization expenses 22,149 - 22,149 Total operating expenses 187,424 187,424 Loss from operations (174,640 ) (174,640 ) Other income (expenses) Interest expense - convertible note (2,048 ) - (2,048 ) Change in derivative liability - convertible note - (33,243 ) (33,243 ) Change of derivative liabilities – warrants 51 - 51 Total other income (expense) (1,997 ) (35,240 ) Gain (loss) before income tax (176,637 ) (209,880 ) Provision for income tax Net income (loss) $ (176,637 ) $ (209,880 ) Net loss per share: basic $ (0.00 ) $ (0.01 ) Net loss per share: diluted $ (0.00 ) Weighted average share outstanding basic 265,897,289 40,706,899 Weighted average share outstanding diluted 266,954,614 For the For the three months three months ended ended March 31, March 31, 2015 2015 Cash flows from operating activities Net income $ (176,637 ) (33,243 ) $ (209,880 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation - - - Amortization 22,149 - 22,149 Interest expense - discount on convertible debenture - - - Change in derivative - convertible note - 33,243 33,243 (Gain)loss in fair value of derivative liabilities – warrants (51 ) - (51 ) Changes in operating assets and liabilities - Accounts receivable 487 - 487 Inventory 316 - 316 Prepaid insurance 5,709 - 5,709 Accounts payable and accrued liabilities 2,189 - 2,189 Accrued Interest - convertible debenture 2,048 - 2,048 Deferred revenue 334 - 334 Net Cash used in operating activities (143,456 ) (143,456 ) Cash flows from investing activities Net cash used in investing activities - - Cash flow from financing activities Proceeds from common stock subscriptions 620,000 - 620,000 Net cash provided by financing activities 620,000 620,000 Net increase (decrease) in cash and cash equivalents 476,544 476,544 Cash and cash equivalents at beginning of period 36,170 36,170 Cash and cash equivalents at end of period $ 512,714 $ 512,714 Supplemental disclosure of cash flow information Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Stock issued for conversion of debt $ 40,000 $ 40,000 |
Nature of Business Operations | Nature of Business Operations Medefile International, Inc. has developed and globally markets a proprietary, patient-centric, Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s actual medical records. Medefile's goal is to revolutionize the medical industry by bringing patient-centric digital technology to the business of medicine. Medefile intends to accomplish its objective by providing individuals with a simple and secure way to access their lifetime of actual medical records in an efficient and cost-effective manner. Medefile's products and services are designed to provide healthcare providers with the ability to reference their patients’ actual past medical records, thereby ensuring the most accurate treatment and services possible while simultaneously reducing redundant procedures. Interoperable with most electronic medical record systems utilized by physician practices, clinics, hospitals and other care providers, the highly secure, feature-rich MedeFileiPHR solution has been designed to gather all of its members’ actual medical records on behalf of each member, and create a single, comprehensive Electronic Health Record (EHR). The member can access his/her records 24-hours a day, seven days a week – or authorize a third party user – on any web-enabled device (PC, cell phone, PDA, e-reader, et al), as well as the portable MedeFile flash drive/keychain or branded UBS-bracelet. By subscribing to the MedeFile system, members empower themselves to take control of their own health and well-being, and empower their healthcare providers to make sound and lifesaving decisions with the most accurate, up-to-date medical information available. In addition, with MedeFile, members enjoy the peace of mind that comes from knowing that their medical records are protected from fire, natural disaster, document misplacement or the closing of a medical or dental practice. MedeFile believes it enjoys a number of competitive advantages over other firms within the medical records marketplace, including: ● MedeFile has developed products and services geared to the patient, which also have the depth and breadth of information required by treating physicians and medical personnel. ● MedeFile does all the work of collecting and updating medical information on an ongoing basis; our products’ dependence on the patient taking action is minimal – particularly when compared to patient action required to support competing solutions. ● MedeFile provides a complete medical record. Other companies claim complete longitudinal records, but in reality only provide histories (usually completed by the member/patient), which are by no means complete or necessarily accurate records. ● MedeFile provides a coherent mix of services and products that are intended to improve the quality of healthcare by enabling the patient to manage and access the information normally retained by doctors and other care providers. |
Going Concern | Going Concern The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported an operating loss of $174,640 and a net loss of $209,880 for the three months ended March 31, 2015. During the comparable three month period of 2014, the Company had an operating loss of $158,066 and net income (as a result of the change in the valuation of the Company’s warrant derivative) of $760,930. The Company had an accumulated deficit of $27,564,423 as of March 31, 2015. The Company has working capital of $374,954 as of March 31, 2015. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company's control. We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating account is not above the FDIC limit. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years. |
Trademark Costs | Trademark Costs Trademark costs incurred in the registration and acquisition of trademarks and trademark rights are capitalized. These costs will be amortized over the legal life of the related trademark once the trademark is awarded. The Company performs an annual review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets may not be recoverable. The Company expenses all software costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred. |
Website Development | Website Development The Company's policy is to capitalize website development costs at original cost and amortize the balance over the life of the product. The life of website is determined at completion of the project. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts of the assets may not be recoverable. The Company expenses all development costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred. |
Revenue Recognition | Revenue Recognition The Company generates revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. |
Deferred Revenue | Deferred Revenue The Company generally receives subscription fees for its services. From time to time, the Company will receive quarterly or annual subscriptions paid in advance and deferred revenue is recorded at that time. The deferred revenue is amortized into revenue on a pro- rata basis each month. Customers with quarterly or annual subscriptions may cancel their subscriptions and request a refund for future months' revenues at any time. Therefore, a liability is recorded to reflect the amounts that are potentially refundable. At March 31, 2015 and December 31, 2014, deferred revenue totaled $1,018 and $684, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning November 1, 2017 and, at that time the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements and disclosures. In January 2014, the FASB issued ASU 2014-04, an update to ASC 310, "Receivables." The ASU clarifies that an in substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendments may be adopted using either a modified retrospective transition method or a prospective transition method. Early adoption of the guidance is permitted. The impact of this guidance is currently being evaluated by the Company, but is not expected to have a significant impact on the Company's financial position, results of operations or disclosures. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities The carrying amounts of these items approximated fair value. Fair value is defined as 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. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques 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 measurements). Level 1 Level 2 Level 3 The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below: Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Website development $ - $ - $ 243,643 $ 243,643 Total $ - $ - $ 243,643 $ 243,643 Liabilities Derivative Liability – Convertible Note $ $ $33,243 $ 33,243 Deferred Revenues 1,018 - - 1,018 Total $ 1,018 $ - $ 33,243 $ 34,261 |
Impairment of Long Lived Assets | Impairment of Long Lived Assets In accordance with Accounting Standards Codification (“ASC”) 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset’s carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. |
Inventory | Inventory Inventories are stated at the lower of cost or market value. Cost is determined by the first-in, first-out basis and market being determined as the lower of replacement cost or net realizable value. The Company records inventory write-downs for estimated obsolescence of unmarketable inventory based upon assumptions about future demand and market conditions. For the year ended December 31, 2014 the Company had an inventory write down in the amount of $30,000. There was no write down of inventory in the three months ended March 31, 2015. |
Net Loss per Share | Net Loss per Share Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. |
Management Estimates | Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Stock Based Compensation | Stock Based Compensation The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. |
Basis of Presentation and Nat18
Basis of Presentation and Nature of Business Operations (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Basis of Presentation and Nature of Business Operations [Abstract] | |
Schedule of changes to the balance sheet, statement of operations and statement of cash flows | Original Restated March 31, Restatement March 31, 2015 Adjustments 2015 Cash $ 512,714 - $ 512,714 Accounts receivable 4,938 - 4,938 Inventory 23,096 - 23,096 Merchant services reserve 2,939 - 2,939 Prepaid expense - - - 543,687 543,687 Website development, net of accumulated amortization 243,643 - 243,643 Furniture and equipment, net of accumulated depreciation - - - Total assets $ 787,330 $ 787,330 Current Liabilities Accounts payable and accrued liabilities $ 49,886 - $ 49,886 Convertible debenture 84,586 - 84,586 Deferred revenues 1,018 - 1,018 Derivative liability - convertible note - 33,243 33,243 Derivative liability - warrants - - - Total Current Liabilities 135,490 168,733 Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding - - - Common stock, $.0001 par value: 500,000,000 authorized; 522,953,672 shares issued and outstanding 52,295 - 52,295 Additional paid in capital 28,060,805 - 28,060,805 Common stock to be issued 69,920 - 69,920 Accumulated deficit (27,531,180 ) (33,243 ) (27,564,423 ) Total stockholders' equity 651,840 618,597 Total liability and stockholders' equity $ 787,330 $ 787,330 For the For the three months three months ended ended March 31, March 31, 2015 2015 Revenue 13,100 - 13,100 Cost of goods sold 316 - 316 Gross profit 12,784 12,784 Operating expenses Selling, general and administrative expenses 165,275 - 165,275 Depreciation and amortization expenses 22,149 - 22,149 Total operating expenses 187,424 187,424 Loss from operations (174,640 ) (174,640 ) Other income (expenses) Interest expense - convertible note (2,048 ) - (2,048 ) Change in derivative liability - convertible note - (33,243 ) (33,243 ) Change of derivative liabilities – warrants 51 - 51 Total other income (expense) (1,997 ) (35,240 ) Gain (loss) before income tax (176,637 ) (209,880 ) Provision for income tax Net income (loss) $ (176,637 ) $ (209,880 ) Net loss per share: basic $ (0.00 ) $ (0.01 ) Net loss per share: diluted $ (0.00 ) Weighted average share outstanding basic 265,897,289 40,706,899 Weighted average share outstanding diluted 266,954,614 For the For the three months three months ended ended March 31, March 31, 2015 2015 Cash flows from operating activities Net income $ (176,637 ) (33,243 ) $ (209,880 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation - - - Amortization 22,149 - 22,149 Interest expense - discount on convertible debenture - - - Change in derivative - convertible note - 33,243 33,243 (Gain)loss in fair value of derivative liabilities – warrants (51 ) - (51 ) Changes in operating assets and liabilities - Accounts receivable 487 - 487 Inventory 316 - 316 Prepaid insurance 5,709 - 5,709 Accounts payable and accrued liabilities 2,189 - 2,189 Accrued Interest - convertible debenture 2,048 - 2,048 Deferred revenue 334 - 334 Net Cash used in operating activities (143,456 ) (143,456 ) Cash flows from investing activities Net cash used in investing activities - - Cash flow from financing activities Proceeds from common stock subscriptions 620,000 - 620,000 Net cash provided by financing activities 620,000 620,000 Net increase (decrease) in cash and cash equivalents 476,544 476,544 Cash and cash equivalents at beginning of period 36,170 36,170 Cash and cash equivalents at end of period $ 512,714 $ 512,714 Supplemental disclosure of cash flow information Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Stock issued for conversion of debt $ 40,000 $ 40,000 |
Schedule of three levels of the fair value hierarchy to assets and liabilities | Fair Value Measurements Level 1 Level 2 Level 3 Total Assets Website development $ - $ - $ 243,643 $ 243,643 Total $ - $ - $ 243,643 $ 243,643 Liabilities Derivative Liability – Convertible Note $ $ $33,243 $ 33,243 Deferred Revenues 1,018 - - 1,018 Total $ 1,018 $ - $ 33,243 $ 34,261 |
Website Development (Tables)
Website Development (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Website Development [Abstract] | |
Schedule of website development | March 31, December 31, Website development $ 328,737 $ 324,285 Additional development - 4,453 Accumulated amortization (85,094 ) (62,946 ) Net website development $ 243,643 $ 265,792 |
Furniture and Equipment (Tables
Furniture and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Furniture and Equipment [Abstract] | |
Schedule of furniture and equipment | March 31, 2014 December 31, Computers and equipment $ 169,286 $ 169,286 Furniture and fixtures 38,618 38,618 Subtotal 207,904 207,904 Less: accumulated depreciation (207,904 ) (207,904 ) Net furniture and equipment $ - $ - |
Convertible Debebture - Relat21
Convertible Debebture - Related Party (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Convertible Debebture - Related Party [Abstract] | |
Schedule of convertible debentures | March 31, 2015 December 31, Convertible debenture – related party $ 122,538 $ 122,538 Accumulated Interest Payment (40,000 ) - Convertible debenture $ 84,586 $ 122,538 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Class of Warrant or Right [Line Items] | |
Schedule of Transactions involving warrants | Number of Warrants Weighted-Average Price Per Share Outstanding at December 31, 2013 3,008,511 $ 0.50 Granted Exercised Canceled or expired Additional due to ratchet trigger Outstanding at December 31, 2014 3,008,511 0.50 Granted Exercised Canceled or expired Addition due to ratchet trigger Outstanding at March 31, 2015 3,008,511 $ 0.50 |
Schedule of warrant liability | March 31, 2015 December 31, 2014 Warrant liability (beginning balance) $ 51 $ 5,618,819 Additional liability due to new grants Loss(gain) on changes in fair market value of warrant liability (51) (5,618,786) Net warrant liability $ - $ 51 |
Warrants granted during July 2011 [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of fair value assumptions for warrants | Grant Date March 31, 2015 December 31, 2014 Risk-free interest rate at grant date 1.21 % 1.13 % 1.27 % Expected stock price volatility 194.9 % 92.2 % 189.65 % Expected dividend payout - - - Expected option in life-years 4 .27 1.5 |
Warrants granted during April 2012 [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of fair value assumptions for warrants | Grant Date March 31, 2015 Risk-free interest rate at grant date 0.47 % 1.13 % Expected stock price volatility 137.8 % 92.2 % Expected dividend payout - - Expected option in life-years 3.75 1.05 |
Warrants granted during April 2012 [Member] | Shareholder and Brother of Chief Executive Officer [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of fair value assumptions for warrants | Grant Date March 31, 2015 Risk-free interest rate at grant date 0.47 % 1.13 % Expected stock price volatility 137.8 % 92.2 % Expected dividend payout - - Expected option in life-years 3.75 1.03. |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Liability [Abstract] | |
Schedule of derivative liability | March 31, Risk-free interest rate at grant date .26 % Expected stock price volatility 248 % Expected dividend payout – Expected option in life-years 1.0 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Schedule of estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses | Risk-free interest rate at grant date 0.39 % Expected stock price volatility 172.1 % Expected dividend payout -- Expected option in life-years 4 |
Schedule of warrants transactions | Number of Warrants Weighted-Average Price Per Share Outstanding at December 31, 2013 29,000 30.07 Granted - - Exercised 27,000 25.00 Canceled or expired - - Outstanding at December 31, 2014 2,000 $ 50.00 Granted - - Exercised - - Canceled or expired - - Outstanding at March 31, 2015 2,000 $ 50.00 |
Schedule of outstanding warrants | Warrants Outstanding Weighted Average Remaining Exercise Number Contractual Prices Outstanding Life (years) $ 25 2,000 .25 |
Basis of Presentation and Nat25
Basis of Presentation and Nature of Business Operations (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash | $ 512,714 | $ 36,170 | $ 97,702 | $ 266,843 | |
Accounts receivable | 4,938 | 5,425 | |||
Inventory | 23,096 | 23,412 | |||
Merchant services reserve | $ 2,939 | 2,939 | |||
Prepaid expense | 5,709 | ||||
Total current assets | $ 543,687 | 73,655 | |||
Website development, net of accumulated amortization | $ 243,643 | $ 265,792 | |||
Furniture and equipment, net of accumulated depreciation | |||||
Total assets | $ 787,330 | $ 339,447 | |||
Current Liabilities | |||||
Accounts payable and accrued liabilities | 49,886 | 47,697 | |||
Convertible debenture | 84,586 | 122,538 | |||
Deferred revenues | 1,018 | 684 | |||
Derivative liability - convertible note | 33,243 | ||||
Derivative liability - warrants | 51 | ||||
Total Current Liabilities | $ 168,733 | $ 170,970 | |||
Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding | |||||
Common stock, $.0001 par value: 500,000,000 authorized; 522,953,672 shares issued and outstanding | $ 52,295 | $ 22,583 | |||
Additional paid in capital | 28,060,805 | 27,430,517 | |||
Common stock to be issued | 69,920 | 69,920 | |||
Accumulated deficit | (27,564,423) | (27,354,543) | |||
Total stockholders' (deficit) | 618,597 | 168,477 | $ (523,077) | $ (5,235,708) | |
Total liability and stockholders' equity | 787,330 | 339,447 | |||
Original [Member] | |||||
Cash | 512,714 | $ 36,170 | |||
Accounts receivable | 4,938 | ||||
Inventory | 23,096 | ||||
Merchant services reserve | $ 2,939 | ||||
Prepaid expense | |||||
Total current assets | $ 543,687 | ||||
Website development, net of accumulated amortization | $ 243,643 | ||||
Furniture and equipment, net of accumulated depreciation | |||||
Total assets | $ 787,330 | ||||
Current Liabilities | |||||
Accounts payable and accrued liabilities | 49,886 | ||||
Convertible debenture | 84,586 | ||||
Deferred revenues | $ 1,018 | ||||
Derivative liability - convertible note | |||||
Derivative liability - warrants | |||||
Total Current Liabilities | $ 135,490 | ||||
Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding | |||||
Common stock, $.0001 par value: 500,000,000 authorized; 522,953,672 shares issued and outstanding | $ 52,295 | ||||
Additional paid in capital | 28,060,805 | ||||
Common stock to be issued | 69,920 | ||||
Accumulated deficit | (27,531,180) | ||||
Total stockholders' (deficit) | 651,840 | ||||
Total liability and stockholders' equity | $ 787,330 | ||||
Restatement Adjustments [Member] | |||||
Cash | |||||
Accounts receivable | |||||
Inventory | |||||
Merchant services reserve | |||||
Prepaid expense | |||||
Total current assets | |||||
Website development, net of accumulated amortization | |||||
Furniture and equipment, net of accumulated depreciation | |||||
Total assets | |||||
Current Liabilities | |||||
Accounts payable and accrued liabilities | |||||
Convertible debenture | |||||
Deferred revenues | |||||
Derivative liability - convertible note | $ 33,243 | ||||
Derivative liability - warrants | |||||
Total Current Liabilities | |||||
Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding | |||||
Common stock, $.0001 par value: 500,000,000 authorized; 522,953,672 shares issued and outstanding | |||||
Additional paid in capital | |||||
Common stock to be issued | |||||
Accumulated deficit | $ (33,243) | ||||
Total stockholders' (deficit) | |||||
Total liability and stockholders' equity |
Basis of Presentation and Nat26
Basis of Presentation and Nature of Business Operations (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenue | $ 13,100 | $ 15,926 |
Cost of goods sold | 316 | 279 |
Gross profit | 12,784 | 15,647 |
Operating expenses | ||
Selling, general and administrative expenses | 165,275 | 173,607 |
Depreciation and amortization expenses | 22,149 | 106 |
Total operating expenses | 187,424 | 173,713 |
Loss from operations | (174,640) | (158,066) |
Other income (expenses) | ||
Interest expense - convertible note | (2,048) | $ (2,737) |
Change in derivative liability - convertible note | (33,243) | |
Change of derivative liabilities - warrants | 51 | $ 948,857 |
Total other income (expense) | (35,240) | 918,996 |
Gain (loss) before income tax | $ (209,880) | $ 760,930 |
Provision for income tax | ||
Net income (loss) | $ (209,880) | $ 760,930 |
Net loss per share: basic | $ 0 | $ 0.02 |
Net loss per share: diluted | $ 0 | $ 0 |
Weighted average share outstanding basic | 265,897,289 | 40,706,899 |
Weighted average share outstanding diluted | 266,954,614 | 40,777,993 |
Original [Member] | ||
Revenue | $ 13,100 | |
Cost of goods sold | 316 | |
Gross profit | 12,784 | |
Operating expenses | ||
Selling, general and administrative expenses | 165,275 | |
Depreciation and amortization expenses | 22,149 | |
Total operating expenses | 187,424 | |
Loss from operations | (174,640) | |
Other income (expenses) | ||
Interest expense - convertible note | $ (2,048) | |
Change in derivative liability - convertible note | ||
Change of derivative liabilities - warrants | $ 51 | |
Total other income (expense) | (1,997) | |
Gain (loss) before income tax | $ (176,637) | |
Provision for income tax | ||
Net income (loss) | $ (176,637) | |
Net loss per share: basic | $ 0 | |
Net loss per share: diluted | $ 0 | |
Weighted average share outstanding basic | 265,897,289 | |
Weighted average share outstanding diluted | 266,954,614 | |
Restatement Adjustments [Member] | ||
Revenue | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses | ||
Selling, general and administrative expenses | ||
Depreciation and amortization expenses | ||
Total operating expenses | ||
Loss from operations | ||
Other income (expenses) | ||
Interest expense - convertible note | ||
Change in derivative liability - convertible note | $ (33,243) | |
Change of derivative liabilities - warrants | ||
Total other income (expense) | ||
Gain (loss) before income tax | ||
Provision for income tax | ||
Net income (loss) | ||
Net loss per share: basic | ||
Net loss per share: diluted | ||
Weighted average share outstanding basic | ||
Weighted average share outstanding diluted |
Basis of Presentation and Nat27
Basis of Presentation and Nature of Business Operations (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (209,880) | $ 760,930 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | $ 106 | |
Amortization | $ 22,149 | |
Interest expense - discount on convertible debenture | $ 27,124 | |
Change in derivative - convertible note | $ 33,243 | |
(Gain) loss in fair value of derivative liabilities - warrants | (51) | (948,857) |
Changes in operating assets and liabilities | ||
Accounts receivable | 487 | (2,089) |
Inventory | 316 | 279 |
Prepaid insurance | 5,709 | 1,057 |
Accounts payable and accrued liabilities | 2,189 | (9,656) |
Accrued Interest - convertible debenture | 2,048 | 2,737 |
Deferred revenue | 334 | (772) |
Net cash used in operating activities | (143,456) | $ (169,141) |
Cash flow from financing activities | ||
Proceeds from common stock subscriptions | 620,000 | |
Net cash provided by financing activities | 620,000 | |
Net increase (decrease) in cash and cash equivalents | 476,544 | $ (169,141) |
Cash and cash equivalents at beginning of period | 36,170 | 266,843 |
Cash and cash equivalents at end of period | $ 512,714 | $ 97,702 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Stock issued for conversion of debt | $ 40,000 | |
Original [Member] | ||
Cash flows from operating activities | ||
Net loss | $ (176,637) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | ||
Amortization | $ 22,149 | |
Interest expense - discount on convertible debenture | ||
Change in derivative - convertible note | ||
(Gain) loss in fair value of derivative liabilities - warrants | $ (51) | |
Changes in operating assets and liabilities | ||
Accounts receivable | 487 | |
Inventory | 316 | |
Prepaid insurance | 5,709 | |
Accounts payable and accrued liabilities | 2,189 | |
Accrued Interest - convertible debenture | 2,048 | |
Deferred revenue | 334 | |
Net cash used in operating activities | $ (143,456) | |
Cash flows from investing activities | ||
Net cash used in investing activities | ||
Cash flow from financing activities | ||
Proceeds from common stock subscriptions | $ 620,000 | |
Net cash provided by financing activities | 620,000 | |
Net increase (decrease) in cash and cash equivalents | 476,544 | |
Cash and cash equivalents at beginning of period | 36,170 | |
Cash and cash equivalents at end of period | $ 512,714 | |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Stock issued for conversion of debt | $ 40,000 | |
Restatement Adjustments [Member] | ||
Cash flows from operating activities | ||
Net loss | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | ||
Amortization | ||
Interest expense - discount on convertible debenture | ||
Change in derivative - convertible note | $ 33,243 | |
(Gain) loss in fair value of derivative liabilities - warrants | ||
Changes in operating assets and liabilities | ||
Accounts receivable | ||
Inventory | ||
Prepaid insurance | ||
Accounts payable and accrued liabilities | ||
Accrued Interest - convertible debenture | ||
Deferred revenue | ||
Net cash used in operating activities | ||
Cash flows from investing activities | ||
Net cash used in investing activities | ||
Cash flow from financing activities | ||
Proceeds from common stock subscriptions | ||
Net cash provided by financing activities | ||
Net increase (decrease) in cash and cash equivalents | ||
Cash and cash equivalents at beginning of period | ||
Cash and cash equivalents at end of period | ||
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Stock issued for conversion of debt |
Basis of Presentation and Nat28
Basis of Presentation and Nature of Business Operations (Details 3) | Mar. 31, 2015USD ($) |
Assets | |
Website development | $ 243,643 |
Total | 243,643 |
Liabilities | |
Derivative liability - convertible note | 33,243 |
Deferred Revenues | 1,018 |
Total | $ 34,261 |
Level 1 | |
Assets | |
Website development | |
Total | |
Liabilities | |
Derivative liability - convertible note | |
Deferred Revenues | $ 1,018 |
Total | $ 1,018 |
Level 2 | |
Assets | |
Website development | |
Total | |
Liabilities | |
Derivative liability - convertible note | |
Deferred Revenues | |
Total | |
Level 3 | |
Assets | |
Website development | $ 243,643 |
Total | 243,643 |
Liabilities | |
Derivative liability - convertible note | $ 33,243 |
Deferred Revenues | |
Total | $ 33,243 |
Basis of Presentation and Nat29
Basis of Presentation and Nature of Business Operations (Details Textual) - USD ($) | Nov. 04, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 17, 2013 |
Derivative [Line Items] | |||||
Net loss | $ (209,880) | $ 760,930 | |||
Accumulated deficit | (27,564,423) | $ (27,354,543) | |||
Net working capital deficit | 374,954 | ||||
Deferred revenues | 1,018 | $ 684 | |||
Operating loss | $ (174,640) | $ (158,066) | |||
Method used for fair value of warrant granted | Black Scholes pricing model | ||||
Change in derivative - convertible note | $ 33,243 | ||||
Derivative liability - convertible note | $ 33,243 | ||||
Convertible Debt Securities [Member] | |||||
Derivative [Line Items] | |||||
Convertible Debt | $ 50,000 | $ 60,000 | |||
Percentage of secured convertible debenture | 10.00% | ||||
Term on secured convertible debentures | 1 year |
Basis of Presentation and Nat30
Basis of Presentation and Nature of Business Operations (Details Textual 1) | 3 Months Ended |
Mar. 31, 2015 | |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 10 years |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 3 years |
Basis of Presentation and Nat31
Basis of Presentation and Nature of Business Operations (Details Textual 2) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Loss on write-off of inventory | $ 30,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Accounts Receivable [Abstract] | ||
Accounts receivable | $ 4,938 | $ 5,425 |
Website Development (Details)
Website Development (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (85,094) | $ (62,946) |
Net website development | 243,643 | 265,792 |
Website development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website development | $ 328,737 | 324,285 |
Additional development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website development | $ 4,453 |
Website Development (Details Te
Website Development (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Website Development [Abstract] | ||
Amortization | $ 22,149 | |
Finite lived intangible assets, amortization period | 3 years |
Furniture and Equipment (Detail
Furniture and Equipment (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 207,904 | $ 207,904 |
Less: accumulated depreciation | $ (207,904) | $ (207,904) |
Net furniture and equipment | ||
Computers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 169,286 | $ 169,286 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 38,618 | $ 38,618 |
Furniture and Equipment (Deta36
Furniture and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Furniture and Equipment [Abstract] | ||
Depreciation expense | $ 106 |
Convertible Debebture - Relat37
Convertible Debebture - Related Party (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Convertible Debebture - Related Party [Abstract] | ||
Convertible debenture - related party | $ 122,538 | $ 122,538 |
Accumulated interest | 2,048 | |
Payment | (40,000) | |
Convertible debenture | $ 84,586 | $ 122,538 |
Convertible Debebture - Relat38
Convertible Debebture - Related Party (Details Textual) - Secured Convertible Debentures [Member] | Nov. 04, 2013USD ($)$ / shares | Dec. 17, 2013USD ($)$ / shares | Dec. 31, 2014Debenture |
Short-term Debt [Line Items] | |||
Terms of conversion feature | One year | One year | |
Convertible debenture issued | $ | $ 50,000 | $ 60,000 | |
Convertible conversion price | $ / shares | $ 0.10 | $ 0.10 | |
Secured convertible debentures interest rate | 10.00% | ||
Number of secured convertible debentures | Debenture | 2 |
Warrant Liability (Details)
Warrant Liability (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2012 | Jul. 31, 2011 | Mar. 31, 2015 | Dec. 31, 2014 | |
Warrants granted during July 2011 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Risk-free interest rate at grant date | 1.21% | 1.13% | 1.27% | |
Expected stock price volatility | 194.90% | 92.20% | 189.65% | |
Expected dividend payout | ||||
Expected option in life-years | 4 years | 3 months 7 days | 1 year 6 months | |
Warrants granted during April 2012 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Risk-free interest rate at grant date | 0.47% | 1.13% | ||
Expected stock price volatility | 137.80% | 92.20% | ||
Expected dividend payout | ||||
Expected option in life-years | 3 years 9 months | 1 year 18 days | ||
Warrants granted during April 2012 [Member] | Shareholder and Brother of Chief Executive Officer [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Risk-free interest rate at grant date | 0.47% | 1.13% | ||
Expected stock price volatility | 137.80% | 92.20% | ||
Expected dividend payout | ||||
Expected option in life-years | 3 years 9 months | 1 year 11 days |
Warrant Liability (Details 1)
Warrant Liability (Details 1) - Warrants with ratchet provisions [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015$ / shares$ / Warrantshares | Dec. 31, 2014$ / shares$ / Warrantshares | |
Warrant Outstanding [Roll Forward] | ||
Number of Warrants, Outstanding, Beginning | 3,008,511 | 3,008,511 |
Number of Warrants, Granted | ||
Number of Warrants, Exercised | ||
Number of Warrants, Canceled or expired | ||
Additional due to ratchet trigger | ||
Number of Warrants, Outstanding, Ending | 3,008,511 | 3,008,511 |
Warrants Outstanding Weighted Average Price Per Share [Roll Forward] | ||
Weighted-Average Price Per Share, Outstanding Beginning | $ / Warrant | 0.50 | 0.50 |
Weighted average price per share, Granted | $ / shares | ||
Weighted average price per share, Exercised | $ / shares | ||
Weighted average price per share, Canceled or expired | $ / shares | ||
Additional due to ratchet trigger | $ / Warrant | ||
Weighted-Average Price Per Share, Outstanding Ending | $ / Warrant | 0.50 | 0.50 |
Warrant Liability (Details 2)
Warrant Liability (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value of Warrant Liability [Roll Forward] | ||
Warrant liability (beginning balance) | $ 51 | $ 5,618,819 |
Additional liability due to new grants | ||
Loss(gain) on changes in fair market value of warrant liability | $ (51) | $ (5,618,786) |
Net warrant liability | $ 51 |
Warrant Liability (Details Text
Warrant Liability (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2012 | Jul. 31, 2011 | Mar. 31, 2015 | Mar. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Term of warrants expired from date of grant | 4 years | |||
Company granted the additional shares of common stock period | 2 years | |||
Method used for fair value of warrant granted | Black Scholes pricing model | |||
Loss (gain) on changes in fair market value of warrant liability | $ 51 | $ 948,857 | ||
Warrants granted during July 2011 [Member] | Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Sale of common stock (in shares) | 35,461 | |||
Number of share stock called by warrants | 35,461 | |||
Exercise price of warrants (in dollars per share) | $ 2.50 | |||
Warrants granted during April 2012 [Member] | Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Sale of common stock (in shares) | 1,000,000 | |||
Number of share stock called by warrants | 1,808,511 | |||
Exercise price of warrants (in dollars per share) | $ 0.50 | |||
Warrants granted during April 2012 [Member] | Shareholder and Brother of Chief Executive Officer [Member] | Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of share stock called by warrants | 200,000 | |||
Exercise price of warrants (in dollars per share) | $ 0.50 | |||
Warrants granted during April 2012 [Member] | Shareholder and Brother of Chief Executive Officer [Member] | Preferred Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Sale of common stock (in shares) | 100,000 |
Derivative Liability (Details)
Derivative Liability (Details) - Common Stock [Member] | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Risk-free interest rate at grant date | 0.26% |
Expected stock price volatility | 248.00% |
Expected dividend payout | |
Expected option in life-years | 1 year |
Derivative Liability (Details T
Derivative Liability (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 30, 2013 | Mar. 31, 2015 | Dec. 31, 2013 | |
Derivative [Line Items] | |||
Change in derivative - convertible note | $ 33,243 | ||
Method used for fair value of warrant granted | Black Scholes pricing model | ||
Derivative liability - convertible note | $ 33,243 | ||
Convertible Debt Securities [Member] | |||
Derivative [Line Items] | |||
Percentage of secured convertible debenture | 10.00% | 10.00% | |
Debt conversion description | The conversion price of the note is based on 80% of the previous day's market price. | The conversion price of the note is based on 80% of the previous day's market price. | |
Term on secured convertible debentures | 12 months | 12 months | |
Convertible debenture | $ 50,000 | $ 60,000 |
Equity (Details)
Equity (Details) - Common Stock Warrants [Member] - Consultant [Member] | 3 Months Ended |
Mar. 31, 2015 | |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate at grant date | 0.39% |
Expected stock price volatility | 172.10% |
Expected dividend payout | |
Expected option in life-years | 4 years |
Equity (Details 1)
Equity (Details 1) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Beginning balance | 2,000 | 29,000 |
Granted | ||
Exercised | 27,000 | |
Canceled or expired | ||
Ending balance | 2,000 | 2,000 |
Weighted average price per share, Beginning balance | $ 50 | $ 30.07 |
Weighted average price per share, Granted | ||
Weighted average price per share, Exercised | $ 25 | |
Weighted average price per share, Canceled or expired | ||
Weighted average price per share, Ending balance | $ 50 | $ 50 |
Equity (Details 2)
Equity (Details 2) - Exercise Prices 25 [Member] | 3 Months Ended |
Mar. 31, 2015$ / sharesshares | |
Warrants Outstanding | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 25 |
Warrants Outstanding, Number Outstanding | shares | 2,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life | 3 months |
Equity (Details Textual)
Equity (Details Textual) - shares | Oct. 08, 2012 | Mar. 31, 2015 | Feb. 10, 2015 | Dec. 31, 2014 | Dec. 19, 2013 |
Reverse split of common stock | 5,000-to-1 | ||||
Common stock, shares authorized | 500,000,000 | 700,000,000 | 500,000,000 | ||
Common Stock [Member] | |||||
Common stock, shares authorized | 75,000,000,000 | 700,000,000 | 100,000,000 |
Equity (Details Textual 1)
Equity (Details Textual 1) - USD ($) | Jul. 06, 2014 | Jul. 03, 2014 | May. 01, 2013 | Mar. 18, 2015 | Apr. 17, 2014 | Dec. 20, 2013 | Dec. 17, 2013 | Sep. 23, 2013 | Aug. 27, 2013 | Apr. 15, 2013 | Jan. 17, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Aggregate purchase price of common stock sold | $ 620,000 | $ 350,000 | $ 915,000 | |||||||||||
Common stock shares issued in exchange of debt | 18,018,018 | |||||||||||||
Common stock in exchange of debt owed by company | $ 40,000 | |||||||||||||
Security Purchase Agreement [Member] | ||||||||||||||
Number of stock sold (in shares) | 11,872,281 | 24,545,455 | 400,000 | 279,099,100 | ||||||||||
Aggregate purchase price of common stock sold | $ 200,000 | $ 620,000 | ||||||||||||
Security Purchase Agreement [Member] | Accredited Investors [Member] | ||||||||||||||
Number of stock sold (in shares) | 20,000,000 | 15,000,000 | 15,000,000 | 2,000,000 | 21,429 | 42,743 | 2,000,000 | |||||||
Aggregate purchase price of common stock sold | $ 150,000 | $ 200,000 | $ 300,000 | $ 40,000 | $ 15,000 | $ 29,920 | $ 400,000 | |||||||
Lyle Hauser [Member] | ||||||||||||||
Number of stock sold (in shares) | 125,584,200 | |||||||||||||
Lyle Hauser [Member] | Security Purchase Agreement [Member] | ||||||||||||||
Number of stock sold (in shares) | 150,129,655 |
Equity (Details Textual 2)
Equity (Details Textual 2) - USD ($) | May. 01, 2013 | Apr. 12, 2012 | Apr. 10, 2012 | Apr. 17, 2014 | Jan. 17, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule Of Equity [Line Items] | ||||||||
Preferred stock designated as Series B Convertible Preferred Stock | 10,000,000 | 10,000,000 | ||||||
Sale of common stock | $ 620,000 | $ 350,000 | $ 915,000 | |||||
Lyle Hauser [Member] | ||||||||
Schedule Of Equity [Line Items] | ||||||||
Number of stock sold (in shares) | 125,584,200 | |||||||
Series B Preferred Stock [Member] | ||||||||
Schedule Of Equity [Line Items] | ||||||||
Preferred stock designated as Series B Convertible Preferred Stock | 100,000 | |||||||
Liquidation preference stated value | $ 1 | |||||||
Number of votes entitled to be cast | 0.00051% | |||||||
Total percentage of number of votes entitled to be cast per share | 51.00% | |||||||
Common stock for each share of Series B Preferred Stock | 2 | |||||||
Number of preferred stock converted | 100,000 | |||||||
Stock issued for debt conversion (in shares) | 200,000 | |||||||
Security Purchase Agreement [Member] | ||||||||
Schedule Of Equity [Line Items] | ||||||||
Sale of common stock | $ 200,000 | $ 620,000 | ||||||
Number of stock sold (in shares) | 11,872,281 | 24,545,455 | 400,000 | 279,099,100 | ||||
Security Purchase Agreement [Member] | Lyle Hauser [Member] | ||||||||
Schedule Of Equity [Line Items] | ||||||||
Number of stock sold (in shares) | 150,129,655 | |||||||
Security Purchase Agreement [Member] | Series B Preferred Stock [Member] | Lyle Hauser [Member] | ||||||||
Schedule Of Equity [Line Items] | ||||||||
Number of stock sold (in shares) | 100,000 | |||||||
Warrants issued to purchase common stock to the investor | 200,000 | |||||||
Warrants Outstanding, Exercise Price | $ 0.50 | |||||||
Term of warrants | 4 years |
Equity (Detail Textuals 3)
Equity (Detail Textuals 3) - Warrant [Member] - Consultants - $ / shares | 1 Months Ended | |
Jul. 28, 2011 | Jun. 22, 2011 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants awarded | 27,000 | 2,000 |
Warrants Outstanding, Exercise Price | $ 25 | $ 50 |
Term of warrants | 3 years | 4 years |
Method used for fair value of the warrants | Black-Scholes pricing model | Black-Scholes pricing model |
Related Party Transactions (Det
Related Party Transactions (Details) - Secured Debt [Member] | 3 Months Ended | ||
Mar. 31, 2015Debenture | Dec. 17, 2013USD ($)$ / shares | Nov. 04, 2013USD ($)$ / shares | |
Convertible Debenture Related Party (Textual) | |||
Number of secured convertible debentures | Debenture | 2 | ||
Secured convertible debentures interest rate | 10.00% | ||
Term on secured convertible debentures | 1 year | ||
Convertible debenture issued | $ | $ 60,000 | $ 50,000 | |
Convertible conversion price | $ / shares | $ 0.10 | $ 0.10 | |
Debt conversion description | 80% of the previous day's market price of common stock. |