| Stockholders' Equity | Note 5 - Stockholders Equity Preferred Stock Series A1
Preferred Stock On September 6,
2011, the Company filed a Certificate of Designation of Series A1 Convertible Preferred Stock (Series A1) with the
Secretary of State of Nevada. Pursuant to the Series A1 Certificate of Designation, the Company designated 25,000,000 shares of
its blank check preferred stock as Series A1 Preferred Stock. The Series A1 Preferred Stock ranks senior to the common stock (the
Junior Stock). The Series A1 Preferred Stock can be converted at anytime into 30 common shares per one preferred
share. In the event of a liquidation, the Series A1 Preferred Stock will be entitled to a liquidation at the same as common stock.
The Series A1 Preferred Stock has no voting rights. Series A2
Preferred Stock On October 5, 2012,
the Company filed a Certificate of Designation of Series A2 Convertible Preferred Stock (Series A2) with the Secretary
of State of Nevada. Pursuant to the Series A2 Certificate of Designation, the Company designated 300 shares of its blank check
preferred stock as Series A2 . The Series A2 ranks senior to the common stock and any subsequently created series of preferred
stock that does not expressly rank pari passu with or senior to the Series A2 (the Junior Stock). The Series A2 can
be converted at anytime and has a fixed conversion price of $0.00225 per common share. The Series A2 is entitled to minimum six
years worth of dividends accruing at a rate of 8.5% per annum potentially increasing to 18% per annum under certain circumstances
such as a significant decrease in the price of the Companys common stock. Dividends are payable in cash or in shares of
common stock valued at 85.0% of the closing market price of the Companys common stock for any trading day following the
issuance date of the Series A2. In the event of a liquidation, the Series A2 will be entitled to a payment of the Stated Value
of $10,000 per share plus any accrued but unpaid dividends prior to any payments being made in respect of the Junior Stock. The
holders of Series A2 do not have voting rights, except for shares in which have already been converted into shares of common stock. On January 8, 2014,
the holder converted 10 Series A2 shares into 44,444,444 shares of common stock. In addition, under the terms of the Series A2
the holder was entitled to immediate payment of dividends on the $100,000 stated value of the Series A2 at an annual dividend rate
of 18% rate, which is an increase over the stated 8.5% due to adjustments related to the decrease in the fair market value of the
Companys common stock, for a period of six years resulting in dividends payable of $108,000. The holder elected to convert
the dividends to common stock based upon 85% of the closing market price as disclosed above resulting in a conversion price of
$0.00017 with 635,294,118 common shares being issued. On the date of conversion, the fair market value of the dividend shares issued
was $1,334,118 based upon the closing market price of the Companys common stock. Thus, the Company recorded additional expense
of $1,334,118 in connection with the dividend shares issued. On February 11,
2014, the holder converted 15 Series A2 shares into 66,666,666 shares of common stock. In addition, under the terms of the Series
A2 the holder was entitled to immediate payment of dividends on the $150,000 stated value of the Series A2 at an annual dividend
rate of 18% rate, which is an increase over the stated 8.5% due to adjustments related to the decrease in the fair market value
of the Companys common stock, for a period of six years resulting in dividends payable of $162,000. The holder elected to
convert the dividends to common stock based upon 85% of the closing market price as disclosed above resulting in a conversion price
of $0.00017 with 952,941,176 common shares to be issued. On the date of conversion, the fair market value of the dividend shares
issued was $3,144,706 based upon the closing market price of the Companys common stock. Thus, the Company recorded additional
expense of $3,144,706 in connection with the dividend shares issued. During the nine months ended September 30, 2015, the Company
issued zero shares of common stock relieving the Shares to Be Issued account by $0. As of September 30, 2015, the
Company has recorded within stockholders equity Shares to Be Issued of $1,014,906 as 263,607,842 common shares
have not been delivered due to the 9.99% ownership limitation placed on the shareholders. On
January 6, 2015, the holder converted 30 Series A2 shares into 133,333,333 shares of common stock. In addition, under the terms
of the Series A2 the holder was entitled to immediate payment of dividends on the $300,000 stated value of the Series A2 at an
annual dividend rate of 18% rate, which is an increase over the stated 8.5% due to adjustments related to the decrease in the fair
market value of the Companys common stock, for a period of six years resulting in dividends payable of $324,000, of which
$51,140 had been accrued as of the date of conversion. The holder elected to convert the dividends to common stock based upon 85%
of the closing market price as disclosed above resulting in a conversion price of $0.00034 with 952,941,176 common shares to be
issued. On the date of conversion, the fair market value of the dividend shares issued was $476,471 based upon the closing market
price of the Companys common stock. Thus, the Company recorded additional expense of $425,331, fair market value of shares
less dividends already accrued of $51,140, in connection with the dividend shares issued. During the nine months ended September
30, 2015, the Company issued 1,086,274,509 shares of common stock relieving the Shares to Be Issued account by $776,471,
the entire amount due. On August 3, 2015,
the holder converted 30 Series A2 shares into 133,333,333 shares of common stock. In addition, under the terms of the Series A2
the holder was entitled to immediate payment of dividends on the $300,000 stated value of the Series A2 at an annual dividend rate
of 18% rate, which is an increase over the stated 8.5% due to adjustments related to the decrease in the fair market value of the
Companys common stock, for a period of six years resulting in dividends payable of $324,000, of which $666,021 had previously
been accrued. The holder elected to convert the dividends to common stock based upon 85% of the closing market price as disclosed
above resulting in a conversion price of $0.00008 with 3,811,764,706 common shares to be issued. On the date of conversion, the
fair market value of the dividend shares issued was $381,176 based upon the closing market price of the Companys common
stock. Thus, the Company recorded additional expense of $315,155 in connection with the dividend shares issued. During the nine
months ended September 30, 2015, the Company issued 990,000,000 shares of common stock relieving the Shares to Be Issued
account by $385,667. As of September 30, 2015, the Company has recorded within stockholders equity Shares to Be Issued
of $295,510 as 2,955,098,039 common shares have not been delivered due to the 9.99% ownership limitation placed on the shareholders. During the nine
months ended September 30, 2015 and 2014, the Company accrued dividends related to the Series A2 shares of $52,952 and $80,105,
respectively. As of September 30, 2015 and December 31, 2014, accrued Series A2 dividends recorded within accounts payable and
accrued liabilities on the accompanying balance sheet were $168,475 and $232,683, respectively. Series B Preferred
Stock On February 28,
2013, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (Series B) with the
Secretary of State of Nevada. Pursuant to the Series B Certificate of Designation, the Company designated 16,000,000 shares of
its blank check preferred stock as Series B. The Series B ranks senior to the common stock and any subsequently created series
of preferred stock that does not expressly rank pari passu with or senior to the Series B (the Junior Stock). The
Series B cannot be converted into any other securities and does not receive dividends. Each share of Series B shall have voting
rights equal to that of 2,000 shares of common stock. In the event of a liquidation, the Series B will be entitled to net assets
on a pro rata basis. On March 1, 2013,
the Company issued its Chief Executive Officer 16,000,000 shares of Series B Preferred Stock. The only rights the holder under
the Series B has relates to voting control of the Company, which prior to the issuance the Chief Executive Officer, was the only
officer and Board of Director member and already could make significant decisions, however, the Chief Executive Officer lacked
voting control due to limited equity holdings in the Company. The issuance transferred voting control of the Company to the Chief
Executive Officer. Series C Preferred
Stock On March 27, 2014,
the Company filed a Certificate of Designation of Series C Convertible Preferred Stock (Series C) with the Secretary
of State of Nevada. Pursuant to the Series C Certificate of Designation, the Company designated 5,000 shares of its blank check
preferred stock as Series C. The Series C ranks senior to the common stock and any subsequently created series of preferred stock
that does not expressly rank pari passu with or senior to the Series C (the Junior Stock) and pari passu in rights
to dividends and liquidation to the Series A2 and junior to all existing and future indebtedness of the Company. The Series C can
be converted at anytime and has a fixed conversion price of $0.01 per common share. The Series C is entitled to minimum six years
worth of dividends accruing at a rate of 8.5% per annum potentially increasing to 18% per annum under certain circumstances such
as a significant decrease in the price of the Companys common stock. Dividends are payable in cash or in shares of common
stock valued at 85.0% of the closing market price of the Companys common stock for any trading day following the issuance
date of the Series C. In the event of a liquidation, the Series C will be entitled to a payment of the Stated Value of $10,000
per share plus any accrued but unpaid dividends prior to any payments being made in respect of the Junior Stock. The holders of
Series C do not have voting rights, except for shares in which have already been converted into shares of common stock. During
the nine months ended September 30, 2015 and 2014, the Company accrued dividends of $314,666 and $214,388, respectively, on the
Series C. As of September 30, 2015 and December 31, 2014, total accrued dividends were $635,096 and $320,430, respectively. Common Stock 2015 Issuances During the nine
months ended September 30, 2015, the Company recorded compensation expense of $127,500 related to common stock to be issued under
the Chief Executive Officers employment agreement. The shares were valued on date of the agreement being amortized over
the term. Expected future compensation to be recorded during the years ended December 31; $42,500 for remainder of 2015 and $56,667
for 2016. During the nine
months ended September 30, 2015, the Company issued 251,166,667 shares of common stock in connection with a settlement agreement
with the former Chief Executive Officer. The Company valued the shares of common stock at $125,583 based upon the closing market
price of the Companys common stock on the date of the agreement. The Company recorded a loss of $100,704 due to the excess
fair market value of common stock issued in excess forgiven notes payable of $23,500 and accrued interest of $1,379. In July 2015, the
Company entered into an agreement to issue 400,000,000 shares of common stock valued at $80,000 based upon the closing market price
of the Companys common stock on the on the date of the agreement, as well as a note payable for $90,000, to a third party
for financial consulting services. The note matures on January 19, 2016 and carries no interest. If upon maturity, the Company
is unable to repay the note, the note will bear interest at a rate of 22% per annum, and the holder may convert the note into shares
of the Companys common stock at a fifty percent (50%) discount to the lowest intraday bid price during the preceding twenty
five (25) days from the Notice of Conversion. Since the conversion of the note is dependent upon a triggering event, the Company
will not record the beneficial conversion feature and/or derivative liability until the event is triggered. The fair market value
of the common stock and the note payable issued was recorded as prepaid expenses and is being amortized over the contract period
of one year. During the nine months ended September 30, 2015, the Company amortized $34,466 to general and administrative expense
on the accompanying statement of operations. As of September 30, 2015, the remaining prepaid is $135,534. 2014 Issuances In 2014, the Company
entered into an agreement to issue 50,000,000 shares of common stock valued at $135,000 based upon the closing market price of
the Companys common stock on the on the date of the agreement to a third party for sales and marketing services. The fair
market value of the common stock issued was recorded as prepaid expenses and is being amortized over the contract period of one
year. During the nine months ended September 30, 2015, the Company amortized $22,500 to sales and marketing on the accompanying
statement of operations. As of September 30, 2015, the remaining prepaid is $0. In addition, as of the date of this filing the
common stock has not been issued and thus the value of $135,000 is recorded within stock to be issued on the accompanying balance
sheet. During the nine
months ended September 30, 2015, the Company issued 1,754,386 shares of common stock valued at $4,737 based upon the closing market
price of the Companys common stock on the date of the agreement to a third party for the rights to future royalties related
to Global Specialty Products, Inc.s MicroRoasters brand. The Company amortized
$60,000 of deferred compensation related to common stock granted during the nine months ended September 30, 2014, which was being
expensed over the service period. On January 27, 2014,
the Company entered into a settlement with the prior management whereby prior management agreed to return 60,000,000 shares of
the Companys common stock previously issued to them for services rendered. In return, the Company has agreed to release
prior management from any claims related to all costs deemed of a non-business nature. The Company accounted for the shares at
their par value of $60,000 reducing common stock by that amount with the reclass to additional paid in capital. Upon return, the
common stock was cancelled by the transfer agent and reflected in our calculation of weighted average shares for the three months
ended September 30, 2014 as of the date of the agreement. During the nine
months ended September 30, 2014, the Company issued 100,000,000 shares of common stock valued at $275,833 to the Chief Executive
Officer for services rendered. During the nine
months ended September 30, 2014, the Company issued 150,000,000 shares of common stock in connection with the conversion of 5,000
shares of Series A1 Preferred Stock with a carrying value of $5,000 held by the former Chief Executive Officer. Equity Line of
Credit On February 28,
2014, the Company, entered into an Equity Line of Credit (the Equity Line of Credit) with Iconic Holdings, LLC (Iconic).
Pursuant to the Equity Line of Credit, Iconic committed to purchase up to $2,000,000 of the Companys common stock over twenty-four
months from the first day following the effectiveness of a registration statement, subject to certain conditions. As soon as the Company
has an effective registration statement in place, the Company may draw on the facility from time to time, as and when it determines
appropriate in accordance with the terms and conditions of the related Equity Line of Credit. The Company has not yet filed a registration
statement registering the shares and therefore, it has not yet sold any shares under the Equity Line of Credit. The purchase price
will be 85% of the lowest trading price of the Companys common stock during the five (5) consecutive trading day period
beginning on the trading day immediately following the date of delivery of the applicable put notice. The maximum amount that the
Company is entitled to put in on any one notice shall be any amount up to the greater of 1) the average of the trading dollar volume
of the Companys common stock during the ten (10) trading days preceding the request or 2) $100,000. Iconic is not obligated
to purchase shares if its total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the
Companys outstanding common stock as determined in accordance with Rule 13d-1 of the Securities Exchange Act of 1934, as
amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement
to cover the resale of the shares, which it does not currently have in place. Pursuant to the
terms of a Registration Rights Agreement between the Company and Iconic, the Company is obligated to file a registration statement
with the SEC to register the resale by Iconic of shares of the common stock underlying the Investment Agreement and it has not
yet done so. In addition, under
the terms of the Equity Line of Credit the Company was required to issue Iconic 10% of the total commitment amount in restricted
common stock as a commitment fee. In connection with the agreement, the Company issued 82,217,378 shares of common stock valued
at $209,810 based upon the closing market price of the Companys common stock on the date of the agreement. The Company initially
recorded the value of such common stock as a deferred offering cost and expected to offset the amount against future proceeds received
in connection with Equity Line of Credit. At December 31, 2014, the Company determined that future proceeds were not probable.
Thus, the amount was written off as general and administrative expense at December 31, 2014. |
