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Document and Entity Information

v2.4.0.8
Document and Entity Information
3 Months Ended
Mar. 31, 2015
May 15, 2015
Document And Entity Information    
Entity Registrant Name STL Marketing Group, Inc.  
Entity Central Index Key 0001569055  
Document Type 10-Q  
Document Period End Date Mar. 31, 2015  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   356,244,418
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2015  

Condensed Consolidated Balance Sheets

v2.4.0.8
Condensed Consolidated Balance Sheets (USD $)
Mar. 31, 2015
Dec. 31, 2014
Current Assets    
Cash $ 2,299 $ 102
Deferred offering costs 84,070 84,070
Total Current Assets 86,369 84,172
Property and Equipment, net 5,207 5,755
Other Assets    
Security deposits 1,135 1,135
Total Other Assets 1,135 1,135
Total Assets 92,711 91,062
Current Liabilities:    
Accounts payable and accrued liabilities 1,140,504 1,062,173
Accounts payable - related party 384,198 385,677
Notes payable - related party 66,446 42,751
Liability to be settled in stock 114,500 114,500
Liability settlement 18,681 18,681
Notes payable 60,000 60,000
Current maturities of convertible notes payable, net of discount 1,002,889 978,069
Derivative liabilities 2,447,089 2,439,998
Total Current Liabilities 5,234,307 5,101,849
Total Liabilities 5,234,307 5,101,849
Commitments and Contingencies      
Stockholders' Deficit    
Common Stock, $0.001 Par Value, 2,600,000,000 Shares Authorized, 145,149,354 Shares Issued and Outstanding at March 31, 2015, 59,764,239 Issued and Outstanding at December 31, 2014, 145,149 59,764
Additional paid in capital - Preferred Stock (232,000) (232,000)
Discount on Preferred Stock (2,466,999) (2,466,999)
Additional paid in capital - Common Stock 1,400,520 1,305,726
Deficit (7,188,266) (6,877,278)
Total Stockholders' Deficit (5,141,596) (5,010,787)
Total Liabilities and Stockholders' Deficit 92,711 91,062
Class A Preferred Stock [Member]
   
Stockholders' Deficit    
Preferred stock value 1,800,000 1,800,000
Class B Preferred Stock [Member]
   
Stockholders' Deficit    
Preferred stock value 1,400,000 1,400,000
Class C - Preferred Stock [Member]
   
Stockholders' Deficit    
Preferred stock value      

Condensed Consolidated Balance Sheets (Parenthetical)

v2.4.0.8
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Common Stock, par value $ 0.001 $ 0.001
Common Stock, shares authorized 2,600,000,000 2,600,000,000
Common Stock, shares issued 145,149,354 59,764,239
Common Stock, shares outstanding 145,149,354 59,764,239
Class A Preferred Stock [Member]
   
Preferred Stock, par value, percentage 10.00% 10.00%
Preferred Stock, par value $ 1.00 $ 1.00
Preferred Stock, shares authorized 1,800,000 1,800,000
Preferred Stock, shares issued 1,800,000 1,800,000
Preferred Stock, shares outstanding 1,800,000 1,800,000
Class B Preferred Stock [Member]
   
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares authorized 1,400,000,000 1,400,000,000
Preferred Stock, shares issued 1,400,000,000 1,400,000,000
Preferred Stock, shares outstanding 1,400,000,000 1,400,000,000
Class C - Preferred Stock [Member]
   
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares authorized 125,000 125,000
Preferred Stock, shares issued 0 0
Preferred Stock, shares outstanding 0 0

Condensed Consolidated Statements of Operations

v2.4.0.8
Condensed Consolidated Statements of Operations (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Statement [Abstract]    
Revenues      
Cost of revenues      
Gross profit      
Operating expenses    
Compensation 62,607 62,607
Professional fees 40,086 133,209
Selling, general and administrative 8,156 17,510
Total operating expenses 110,849 213,326
Loss from operations (110,849) (213,326)
Other income (expense):    
Interest expense (76,188) (24,624)
Interest expense - discount on notes (56,066) (144,470)
Change in fair value of derivative liabilities 31,759 2,104,406
Derivative expense (99,644) (99,289)
Other income (expense) - net (200,139) 1,836,023
Loss before income tax provision (310,988) 1,622,697
Income tax provision      
Net Income (Loss) $ (310,988) $ 1,622,697
Net income/(loss) per common share - basic $ 0.00 $ 0.17
Net income/(loss) per common share - diluted $ 0.00 $ 0.07
Weighted average common shares outstanding - basic 63,315,405 9,463,694
Weighted average common shares outstanding - diluted 63,315,405 23,424,228

Condensed Consolidated Statements of Cash Flows

v2.4.0.8
Condensed Consolidated Statements of Cash Flows (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Cash Flows From Operating Activities:    
Net Loss $ (310,988) $ 1,622,697
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation and amortization 548 515
Stock based compensation    45,000
Amortization of debt discount 56,066 144,470
Change in fair value of derivative liabilities (31,759) (2,104,406)
Derivative expense 99,644 99,286
Interest of debt converted below par 53,399   
(Increase) decrease in:    
Prepaid expenses    (23,755)
Security deposits    3,398
Increase (decrease) in:    
Accounts payable and accrued liabilities 79,071 77,231
Accounts payable - related party (1,479) 40,950
Net Cash Used in Operating Activities (55,498) (94,614)
Cash Flows From Financing Activities:    
Proceeds from related party notes 23,695   
Proceeds from convertible notes 34,000 96,500
Net Cash Provided by Financing Activities 57,695 96,500
Net change in cash 2,197 1,886
Cash at beginning of period 102 717
Cash at end of period 2,299 2,603
Supplemental disclosure of non-cash investing and financing activities:    
Conversion of convertible notes payable into common stock 31,246   
Note payable issued for deferred offering costs    25,000
Common stock issued for deferred offering costs    $ 50,000

Condensed Consolidated Statements of Stockholders' Deficit

v2.4.0.8
Condensed Consolidated Statements of Stockholders' Deficit (USD $)
Class A Preferred Stock [Member]
Class B Preferred Stock [Member]
Additional Paid-In Capital Preferred Stock [Member]
Discount On Preferred Stock [Member]
Common Stock Class B [Member]
Additional Paid-In Capital Common Stock [Member]
Deficit [Member]
Total
Balance at Dec. 31, 2013 $ 1,800,000 $ 1,400,000 $ (232,000) $ (2,466,999) $ 9,282 $ 204,718 $ (6,105,536) $ (5,390,535)
Balance, shares at Dec. 31, 2013 1,800,000 1,400,000,000     9,282,191      
Stock issued for service ($0.30 per share)         49 14,951    15,000
Stock issued for service ($0.30 per share), shares         48,867      
Stock issued for service ($0.21 per share)         73 14,927    15,000
Stock issued for service ($0.21 per share), shares         73,333      
Stock issued for service ($0.195 per share)         256 49,744    50,000
Stock issued for service ($0.195 per share), shares         256,410      
Stock issued for service ($0.048 per share)         573 26,947    27,520
Stock issued for service ($0.048 per share), shares         573,333      
Stock issued for service ($0.0225 per share)         267 5,733   6,000
Stock issued for service ($0.0225 per share), shares         266,667      
Stock issued for service ($0.0105 per share)         240 2,280    2,520
Stock issued for service ($0.0105 per share), shares         240,000      
Stock issued for service ($0.003 per share)         533 1,067    1,600
Stock issued for service ($0.003 per share), shares         533,333      
Stock issued for conversion of note payable         33,798 473,160    506,958
Stock issued for conversion of note payable, Shares         33,797,238      
Reclassification of derivative liabilities due to conversion of debt           280,158    280,158
Liabilities settled under Liability Purchase Agreement         14,693 232,041    246,734
Liabilities settled under Liability Purchase Agreement, Shares         14,692,867      
Net Profit/(Loss)             (771,742) (771,742)
Balance at Dec. 31, 2014 1,800,000 1,400,000 (232,000) (2,466,999) 59,764 1,305,726 (6,877,278) (5,010,787)
Balance, shares at Dec. 31, 2014 1,800,000 1,400,000,000     59,764,239      
Stock issued for conversion of note payable         85,385     85,385
Stock issued for conversion of note payable, Shares         85,385,115      
Reclassification of derivative liabilities due to conversion of debt           94,794   94,794
Net Profit/(Loss)             (310,988) (310,988)
Balance at Mar. 31, 2015 $ 1,800,000 $ 1,400,000 $ (232,000) $ (2,466,999) $ 145,149 $ 1,400,520 $ (7,188,266) $ (5,141,596)
Balance, shares at Mar. 31, 2015 1,800,000 1,400,000,000     145,149,354      

Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical)

v2.4.0.8
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) (USD $)
12 Months Ended
Dec. 31, 2014
Mar. 31, 2015
Common Stock, par value $ 0.001 $ 0.001
Stock issued for services one, per share $ 0.30  
Stock issued for services two, per share $ 0.21  
Stock issued for services three, per share $ 0.195  
Stock issued for services four, per share $ 0.048  
Stock issued for services five, per share $ 0.0225  
Stock issued for services six, per share $ 0.0105  
Stock issued for services seven, per share $ 0.003  
Class A Preferred Stock [Member]
   
Preferred Stock, par value $ 1.00 $ 1.00
Class B Preferred Stock [Member]
   
Preferred Stock, par value $ 0.001 $ 0.001
Common Stock Class B [Member]
   
Common Stock, par value $ 0.001 $ 0.001

Nature of Operations and Summary of Significant Accounting Policies

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations and Summary of Significant Accounting Policies

Note 1 – Nature of Operations and Summary of Significant Accounting Policies

 

Nature of Operations

 

On October 15, 2012, STL Marketing Group, Inc. (“STLK”) entered into a merger agreement with Versant Corporation, a Delaware corporation (“Versant”). The agreement consisted of $75,000 for the Series A and C Preferred Stock. On January 23 and January 29, the respective Boards of Versant and STLK respectively approved the Share Exchange Plan (“SEP”). As a result of the Share Exchange Plan, on February 4, 2013: (1) the STL Marketing holders of Preferred A and Preferred C Series stock, returned their shares to Treasury for the reclassification and restructuring of these shares; (2) STLK’s Preferred Series A, B and C were restructured and amended to reflect the SEP agreed to by the companies; (3) Versant Class X shareholders exchanged their 1,000 Versant Class X Common shares for 1,400,000,000 Preferred Series B STLK Stock; (4) Versant Class A shareholders exchanged their 1,800,000 Versant Class A shares for 1,800,000 Preferred Series A Convertible STLK Stock; (5) of the 200,003 Versant’s Class B Common Stock shareholders, 200,000 shares ($200,000 value) received convertible notes in STLK and the remaining 3 shares ($219,000 value) received 6,666,667 restricted STLK Common Stock; (6) Versant issued 7,500,000 Class B, Common Shares to STL Marketing Group, granting them 100% of the common shares in Versant. Upon finalization of the merger the accounting acquirer held 100,120,000 shares or 98.26% of the combined entity and the legal acquirer held 1,774,902 shares of 1.74% of the combined entity.

 

STL Marketing Group, Inc. was a “shell company” prior to the Merger and did not conduct an active trade or business. From and after the consummation of the Merger on February 4, 2013 STL Marketing Group, Inc.’s primary operations consisted of the business and operations of Versant Corporation. Because STL Marketing Group, Inc. was a shell company at the time of the Merger; we filed a general form for registration under Form 10 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

For accounting purposes, the Merger transaction has been accounted for as a reverse acquisition, with STL Marketing Group, Inc. as the acquirer. The consolidated financial statements of STL Marketing Group, Inc. for the fiscal year ended December 31, 2014 represent a continuation of the financial statements of Versant Corporation, with one adjustment, which is to retroactively adjust the legal capital of Versant Corporation to reflect the legal capital of STL Marketing Group, Inc.

 

The Company has recently added the sale and distribution of PBX equipment (VoIP technology) to its original focus in the development of renewable energy projects. As a result our business is the sales and distribution of VoIP PBXs under the brand name PhoneSuite, as well as the prospective sale of electricity through a wind park to a government owned utility company in Costa Rica. The Company continues to evaluate additional opportunities to bolster its revenue stream.

 

Summary of Significant Accounting Policies

 

The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2014 and 2013, together with Management’s Discussion and Analysis, as contained in the Form 10-K filed on April 22, 2015. The financial information as of December 31, 2014 is derived from the audited financial statements for the year ended December 31, 2014. The interim results for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any future interim periods.

 

Principles of Consolidation

 

The Company’s consolidated subsidiaries and/or entities are as follows:

 

Name of consolidated subsidiary/entity State or other jurisdiction
of incorporation or
organization

Date of incorporation or formation

(date of acquisition, if applicable)

Attributable interest
       
Energia Renovable Versant SRL (ER) (1) Costa Rica November, 2010 100%
       
V Tres Bache SRL (V3) (2) Costa Rica November, 2010 100%
       
Versant Corporation (VC) (3) Delaware April, 2010 100%
       
PhoneSuite Solutions, Inc. (PSS) (4) Delaware May, 2014 100%

 

  (1) ER was incorporated to establish renewable energy wind parks in Costa Rica. ER is the sole stockholder of V3.
     
  (2) V3 was incorporated to build and operate the first energy development on the Bache site.
     
  (3)  VC was incorporated as the original US holding company for the wind development in Costa Rica.
     
  (4) PSS was incorporated to handle the distribution markets of PhoneSuite products.

 

All inter-company balances and transactions have been eliminated in consolidation.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

 

Fair Value of Financial Instruments

 

The fair value of our financial assets and liabilities reflects our estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally unobservable inputs and not corroborated by market data.

 

The following are the major categories of liabilities measured at fair value on a recurring basis at March 31, 2015 and December 31, 2014 using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

 

    March 31, 2015     December 31, 2014  
    Assets     Liabilities     Assets     Liabilities  
                         
Level 1                                
None   $ -     $ -     $ -     $ -  
                                 
Level 2                                
None     -       -       -       -  
                                 
Level 3                                
Derivative Liabilities     -       2,447,089       -       2,439,998  
                                 
    $ -     $ 2,447,089     $ -     $ 2,439,998  

 

Changes in the unobservable input values could potentially cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used in the fair value measurements is the expected volatility assumption. A significant increase (decrease) in the expected volatility assumption could potentially result in a higher (lower) fair value measurement.

 

Carrying Value, Recoverability and Impairment of Long-Lived Assets

 

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. When long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

 

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

 

The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of sales levels, gross margins, and operating costs. These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions. Any difficulty in sourcing materials on a cost effective basis would significantly impact the projected future cash flows of the Company’s manufacturing facilities and potentially lead to an impairment charge for long-lived assets. Other factors, such as increased competition or a decrease in the desirability of the Company’s products, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long-lived assets.

 

The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. The Company has not recorded any impairment charges during the months ended March 31, 2015 and 2014.

 

Cash

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Property and Equipment

 

Property and equipment is stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, which ranges from three to seven years.

 

Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.

 

Research and Development

 

Research and development is expensed as incurred.

 

Advertising Costs

 

We expense advertising costs in the period in which they are incurred.

 

Stock-Based Compensation for Obtaining Employee Services

 

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the grant-date fair value of the equity instrument issued and are recognized in the statement of operations as compensation over the relevant service period.

 

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

 

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

 

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which a commitment for performance by the counterparty to earn the equity instrument is reached (a performance commitment).

 

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

 

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.

 

Derivative Financial Instruments

 

Derivative financial instruments consist of conversion features embedded in convertible debentures, which meet the criteria for bifurcation from their host contract. These financial instruments are recorded in the balance sheet at fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

 

Debt Issue Costs and Debt Discount

 

The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-45, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-40 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances, as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-45 for the three months ended March 31, 2015 and 2014. The Company believes that all prior periods are still subject to examination by tax authorities.

 

Reverse Stock Split

 

In October 2014, the Company’s board of directors and stockholders approved an amended and restated certificate of incorporation to affect a reverse split of shares of our common stock at a 1-for-15 ratio. The reverse split became effective in March 2015. The par value and the authorized shares of the common and convertible preferred stock were not adjusted as a result of the reverse split. All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented.

 

Net Income/(Loss) per Common Share

 

Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method.

 

During the three months ended March 31, 2015, the Company reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods. During the three months ended March 31, 2014, we reported net income and accordingly included potentially dilutive instruments in the fully diluted net income per share calculation and the dilutive effect of convertible instruments were determined by application of the if converted method.

 

Common stock equivalents are as follows:

 

    March 31, 2015     December 31, 2014  
             
Convertible Debt     4,034,389,339       151,220,218  
                 
Liability to be settled in common stock (1)     68,125,000       2,422,222  
                 
Liability to be settled in common stock (exercise price $0.01/share) (2)     139,728,327       4,289,961  
                 
Common stock equivalents     4,242,242,666       157,932,401  

 

  (1) Fair value was $54,500 at March 31, 2015 and $54,500 at December 31, 2014. See Note 6.
  (2) Fair value was $60,000 at March 31, 2015 and $60,000 at December 31, 2014. See Note 6.

 

Other Recently Issued, but Not Yet Effective Accounting Pronouncements

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of the new standards.

 

In June 2014, the FASB issued ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating this guidance and the impact it will have on its consolidated financial statements.

 

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of ASU 2014-15 is not expected to have a material impact on our financial position, results of operations or cash flows.

 

In April 2015, the FASB issued Accounting Standards Update No. 2015-03 , “Interest - Imputation of Interest (Subtopic 835-30),” which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. This guidance will be effective at the beginning of fiscal year 2017. The Company is currently evaluating the impact of the new standards.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Going Concern

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Going Concern
3 Months Ended
Mar. 31, 2015
Going Concern  
Going Concern

Note 2 – Going Concern

 

As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $310,988, net cash used in operations of $55,498 for the three months ended March 31, 2015 and has a working capital deficit of approximately $5,148,000 at March 31, 2015. The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of debt and equity securities. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent on management’s plans, which include further implementation of its business plan and continuing to raise funds through debt and/or equity raises.

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Property and Equipment

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Property and Equipment
3 Months Ended
Mar. 31, 2015
Property, Plant and Equipment [Abstract]  
Property and Equipment

Note 3 – Property and Equipment

 

    March 31, 2015     December 31, 2014  
Property and equipment are as follows:            
Furniture and fixtures   $ 4,909     $ 4,909  
Machinery and equipment     8,191       8,191  
Leasehold improvements     2,507       2,507  
      15,607       15,607  
Accumulated depreciation and amortization     (10,400 )     (9,852 )
Property and equipment - net   $ 5,207     $ 5,755  

 

Depreciation expense for the three months ended March 31, 2015 and 2014 was $548 and $515.

Due from Investment Bank

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Due from Investment Bank
3 Months Ended
Mar. 31, 2015
Due From Investment Bank  
Due from Investment Bank

Note 4 – Due From Investment Bank

 

In April 2011, the Company engaged a Costa Rican investment bank, as its exclusive agent to advise the Company on the structuring of corporate openness and equity placement. During 2012 the Company entered into a dispute with the investment bank. The Company contends that the investment bank retained more than the fee allowed by the contract on the sale of equity securities (the “Closings”) that took place during the period April 2011 through December 2011. At March 31, 2015 and December 31, 2014, the Company believes they are owed $195,400 and $195,400, respectively, from the investment bank relating to excess fees withheld from the Closings. Due to the uncertainty surrounding the recoverability of the funds from the investment bank the Company has recorded a full allowance against the receivable. This amount has been recorded in additional paid in capital in the statement of stockholders equity. If the company wins the dispute and actually recovers the funds it will be recorded to additional paid in capital.

Notes Payable

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Notes Payable
3 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Notes Payable

Note 5 – Notes Payable

 

    March 31, 2015     December 31, 2014  
In October 2010, a third party loaned the Company $50,000 under a demand note bearing zero interest. This note is in default.   $ 50,000     $ 50,000  
In March 2011, third parties loaned the Company $11,500 under demand notes bearing interest from 8-10% per year. The notes were acquired in the merger and are in default. A payment of $1,500 was made as of June 2014, leaving a balance of $10,000 as of March 31, 2015.     10,000       10,000  
    $ 60,000     $ 60,000  

Liability to be Settled in Stock

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Liability to be Settled in Stock
3 Months Ended
Mar. 31, 2015
Liability To Be Settled In Stock  
Liability to be Settled in Stock

Note 6 – Liability to be Settled in Stock

 

In August 2012, the Company executed a consulting agreement with a third party to provide various services. Under the terms of the agreement, the consultant would be paid $10,000 per month for six months in the form of free trading shares. The share total is computed as follows:

 

Earned compensation will accrue interest at 6%; and
   
Accrued compensation will be convertible into 70% of the average of the lowest three closing bid prices of the 20 days preceding any conversion

 

At March 31, 2015, the fully recorded amount of $60,000 remains outstanding and available to be converted. This liability was acquired in the merger.

 

In January of 2014, the Company executed a three-month consulting agreement with a third party to provide strategic planning matters. The consultant would be paid $15,000 per month for three months in the form of restricted common stock, using the average of the last five trading days of the month. As of March 31, 2015 the last remaining months balance of $15,000 has yet to be issued. There is no interest under this agreement.

 

In February of 2014, the Company engaged Lucosky Brookman LLP as its counsel. According to the contract, a portion of the fees from Lucosky Brookman would be paid in restricted common shares. As of March 31, 2015 the Company has fees in the amount of $39,500, which is available to be converted.

Settlement Liability

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Settlement Liability
3 Months Ended
Mar. 31, 2015
Settlement Liability  
Settlement Liability

Note 7 – Settlement Liability

 

In coordination with Section 3(a)(10) of the Securities Act of 1933, stated by the Circuit Court of the Second Judicial Circuit in Florida, the Company agreed to a settlement liability to pay for its outstanding stock liability debt of $43,333. Total payments of $24,652 were made during the year ending December 31, 2014. As of March 31, 2015 and December 31, 2014 remains a balance of $18,681 and $18,681 respectively.

Convertible Notes Payable

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Convertible Notes Payable
3 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Convertible Notes Payable

Note 8 – Convertible Notes Payable

 

(A) Convertible Notes Payable

 

At March 31, 2015 and December 31, 2014, convertible debt consisted of the following:

 

    March 31, 2015     December 31, 2014  
Convertible into 50% of the average of the lowest three closing prices during the 20 trading days immediately preceding conversion. These notes matured in July 2008 ($75,000), November 2008 ($100,000) and February 2010 ($15,000). These notes bear an interest rate of 8%-10%. These notes were acquired in the merger and are currently in default.   $ 190,000     $ 190,000  
                 
Convertible into 50% of the five day average closing bid prices immediately preceding conversion. This note matured in July 2008. This note has an interest rate of 8%. This note was acquired in the merger and is currently in default.     50,000       50,000  
                 
Convertible into 10% of the average of the lowest three closing prices during the 20 trading days immediately preceding conversion. This note matured in March 2008 and bears a 6% interest rate. This note was acquired in the merger and is currently in default.     40,000       40,000  
                 
Convertible into 75% of the average of the lowest three closing prices during the 20 trading days immediately preceding conversion. These notes matured in May and June of 2010 and bear an 8% interest rate. These notes were acquired in the merger and are currently in default.     25,000       25,000  

 

Convertible into 50% of the average of the lowest three closing prices during the 10 trading days immediately preceding conversion. Notes mature in July 2013 – May 2014 and bear an 8% interest rate. These notes are currently in default. As of March 31, 2015, $5,000 of these notes has been converted.     487,000       487,000  
                 
Convertible into 60% of the lowest of any day during the 10 trading days immediately preceding conversion. Note matured in September 2014 and bears a 9.9% interest rate and is currently in default. As of March 31, 2015, $16,641 of this note has been converted, leaving a balance of $10,859.     10,859       10,859  
                 
Convertible at the greater (a) $0.015 or (b) at 50% of the lowest closing bid price during the 30 trading days immediately preceding conversion. This note matured in May 2014, bears a 10% interest rate and is currently in default.     25,000       25,000  
                 
Convertible at a 50% discount of the lowest of any day during the 15 trading days immediately preceding conversion. Note matures in March 2015, bears an 8% interest rate and is currently in default. As of March 31, 2015, $9,450 of this note has been converted, leaving a balance of $12,050.     12,050       16,780  
                 
Convertible at a 50% of the lowest closing bid price during the 30 trading days immediately preceding conversion. Note matures in September 2014, bears a 10% interest rate and is currently in default. As of March 31, 2015, $8,320 of this note has been converted, leaving a balance of $16,680.     16,680       16,680  
                 
Convertible at the lessor of (a) $0.004 or (b) at 40% discount of the lowest trade price during the 25 trading days immediately preceding conversion. Note matures in May 2016, has a 10% OID and bears a one time interest charge of 12% after ninety days (August 2014). As of March 31, 2015, $1,521 of this note has been converted, leaving a balance of $25,979.     25,979       27,500  
                 
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in March 2015, bears an 8% interest rate and is currently in default. As of March 31, 2015, $17,995 of this note has been converted, leaving a balance of $14,505.     14,505       32,500  
                 
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in March 2015, bears an 8% interest rate and is currently in default.     32,500       32,500  
                 
Convertible into 50% of the lowest close price during the 10 trading days immediately preceding conversion. Note matures in July 2015 and bears an 8% interest.     40,000       40,000  
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in April 2015 and bears an 8% interest rate.     32,500       32,500  
                 
Convertible into 50% of the lowest close price during the 10 trading days immediately preceding conversion. Note matures in August 2015 and bears an 8% interest. In connection with this convertible note, the Company issued a Back End convertible note, in the principal amount of $25,000. The Back End Note has the same terms, due dates and conditions the convertible note. This Back End note is secured by a $25,000 Promissory Note to the Company, issued by the Holder. As of March 31, 2015, $7,000 of this note has been converted, leaving a balance of $18,000.     18,000       25,000  
                 
Convertible at the lessor of (a) $0.004 or (b) at 40% discount of the lowest trade price during the 25 trading days immediately preceding conversion. Note matures in September 2016, has a 10% OID and bears a one time interest charge of 12% after ninety days (December 2014).     33,000       33,000  
                 
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in December 2015 and bears an 8% interest rate.     34,000       -  
    $ 1,087,073     $ 1,084,319  

 

The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at conversion prices and terms discussed above. The Company classifies embedded conversion features in these notes as a derivative liability due to the discount to market feature, which could require a settlement in shares that cannot be determined until such conversions occur. The Company may not be able to determine if sufficient authorized shares exist in connection with contemplated conversions, which requires liability classification.

 

Convertible debt consisted of the following activity and terms:

 

          Interest Rate     Maturity  
                   
Convertible Debt Balance as of December 31, 2014   $ 978,069       8% -12%       March 2008 – Dec. 2016 ($903,324 is in default as of March 31, 2015)  
                         
Borrowings during the period ended March 31, 2015     34,000       8%       December 2015  
                         
Conversions during the period ended March 31, 2015     (31,246 )                
Convertible Debt Balance as of March 31, 2015     1,087,073                  
                         
Debt Discount     (84,184 )                
                         
Convertible Debt Balance as of March 31, 2015 - Net   $ 1,002,889                  

 

(B) Debt Discount

 

During the three months ended March 31, 2015 and 2014, the Company recorded debt discounts totaling $34,000 and $111,836 respectively.

 

The debt discounts pertain to convertible debt that contains embedded conversion options that are required to be bifurcated and reported at fair value.

 

The Company amortized $56,066 and $144,470 during the three months ended March 31, 2015 and 2014 respectively, to interest expense.

 

    March 31, 2015     December 31, 2014  
             
Debt Discount   $ 765,398     $ 762,644  
Amortization of debt discount     (681,214 )     (656,394 )
Debt Discount - net   $ 84,184     $ 106,250  
                 

Derivative Liabilities

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Derivative Liabilities
3 Months Ended
Mar. 31, 2015
Derivative Liability [Abstract]  
Derivative Liabilities

Note 9 – Derivative Liabilities

 

Derivative liability – December 31, 2014   $ 2,439,998  
Fair value mark to market adjustment for convertible instruments     (31,759 )
Reduction in fair value due to debt conversions     (94,794 )
Fair value at the commitment date for convertible instruments     133,644  
Derivative liability – March 31, 2015   $ 2,447,089  

 

The Company records debt discount to the extent of the gross proceeds raised, any excess amount is recorded as a derivative expense. The Company recorded a derivative expense of $99,644 and $99,289 for the three months ended March 31, 2015 and 2014.

 

The Company uses the Black-Scholes model to estimate the fair value of its derivative liabilities at the end of each reporting period. The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of March 31, 2015:

 

    Commitment Date     March 31, 2015  
             
Expected dividends:     0%       0%  
Expected volatility:     238% - 636%       515% - 743%  
Expected term:     0.50 - 2 years       0.01 – 1.43 year  
Risk free interest rate:     0.08% - 0.37%       0.05% - 0.56%  

Related Party Transactions

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Related Party Transactions
3 Months Ended
Mar. 31, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

Note 10 – Related Party Transactions

 

(A) Accounts Payable – Related Party

 

As of March 31, 2015 and December 31, 2014 the Company had accounts payable due to board members and companies owned by board members of $384,198 and $385,677. Since April 8, 2010 through March 31, 2015, management and board members have been loaning money to the Company, paying expenses on behalf of the Company and deferring salaries and consulting fees.

 

(B) Related Party Consulting Services

 

The Company incurred consulting expenses to a company that is owned by a board member, and for the three months ending March 31, 2015 and 2014 the amounts were $7,500 and $37,500 respectively.

 

(C) Notes Payable – Related Parties

 

The Company executed various promissory notes to related parties since inception. New notes were issued for the three months ending March 31, 2015, in the amount of $23,695.

 

The notes had the following range of terms:

 

Maturing in 3 months to 1 year;
   
Non-interest bearing
   
Unsecured
   
Default interest rate at 6%, per annum;

 

During the three months ended March 31, 2015 and the year ended December 31, 2014, the Company repaid $0 and $34,071 respectively leaving a balance of $66,446 and $42,751 respectively. The Company is currently in default on $39,877 of these notes.

 

Debt under these obligations at March 31, 2015 and December 31, 2014 is as follows:

 

    March 31, 2015     December 31, 2014  
             
Notes payable   $ 66,446     $ 42,751  
Less: Current maturities     (66,446 )     (42,751 )
Notes payable, net of Current maturities   $ -     $ -  

Retirement Plan

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Retirement Plan
3 Months Ended
Mar. 31, 2015
Compensation and Retirement Disclosure [Abstract]  
Retirement Plan

Note 11 – Retirement Plan

 

401(k)

 

The Company provided a 401(k) employee savings and retirement plan (the “Plan”). The Plan covered all employees who have completed six months of consecutive service with 160 hours monthly or have completed one year of service. The Company matched 100 percent of a participant’s elective deferrals up to 3 percent of the participant’s compensation, plus 50 percent of the participant’s elective deferrals that exceed 3 percent of the participant’s compensation, up to 5 percent of the participant’s compensation. The Company has not contributed to the Plan for the three months ended March 31, 2015 and 2014.

Foreign Operations

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Foreign Operations
3 Months Ended
Mar. 31, 2015
Foreign Currency [Abstract]  
Foreign Operations

Note 12 – Foreign Operations

 

Costa Rica

 

Operations outside the U.S. include subsidiaries in Costa Rica. Foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange. These subsidiaries are still in the development stage and have not generated any revenues.

 

The consolidated financial statements of the Company’s subsidiary, located in Costa Rica, are translated from colones, its functional currently, into U.S. dollars, the Company’s functional currency. All foreign currency assets and liabilities are translated at the exchange rate in effect at the reporting date, and all revenue and expenses are translated at the month-end exchange rate. The effects of translating the financial statements of the foreign subsidiary into U.S. dollars are reported as a cumulative translation adjustment, a separate component of the accumulated other comprehensive income (loss) in the consolidated statements of the shareholders’ equity (deficit). Foreign currency transaction gains/losses are reported as a component of other income – net in the consolidated statements of operations. The amount of foreign currency transaction gains and losses and translation adjustments were de minimis during the periods ended March 31, 2015 and 2014.

Stockholders Deficit

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Stockholders Deficit
3 Months Ended
Mar. 31, 2015
Equity [Abstract]  
Stockholders Deficit

Note 13 – Stockholders Deficit

 

Common Stock –

 

Common Stock has 2,600,000,000 shares authorized at $0.001 par value. Subject to the foregoing provisions, dividends may be declared on the Common Stock, and each Share of Common Stock shall entitle the holder thereof to one vote in all proceedings in which action shall be taken by stockholders of the Corporation.

 

For the three month ended March 31, 2015 the following Common Stock has been issued:

 

- 19,127,704 Common Stock the Holder of a convertible note that converted $7,000 in principal and $351 in accrued interest for a note with the maturity date of August 2015.

 

- 43,180,986 Common Stock the Holder of various convertible notes that converted $17,995 in principal and $0 in accrued interest for a note with the maturity date of March 2015.

 

- 14,626,426 Common Stock the Holder of various convertible notes that converted $4,730 in principal and $389 in accrued interest for a note with the maturity date of March 2015.

 

- 8,450,000 Common Stock the Holder of various convertible notes that converted $1,521 in principal and $0 in accrued interest for a note with the maturity date of May 2016.

Commitments and Contingencies

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Commitments and Contingencies
3 Months Ended
Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 14 – Commitments and Contingencies

 

Operating Leases

 

On November 1, 2010, the Company began leasing office space in Colorado Springs. This lease has been renewed for an additional three-year term. Monthly rent begins at $694 per month and increases over the term of the lease. The Company is also responsible for paying a share of the landlord’s property operating costs. The renewal lease began in November 2013 and expires in October 2016.

 

Rent expense amounted to $2,712 and $9,542 for the period ending March 31, 2015 and March 31, 2014, respectively and is included in selling, general and administrative expenses in the consolidated statements of operations.

 

Future minimum lease payments under these operating leases are approximately as follows:

 

Period Ending March 31,      
2015       11,468  
2016       13,147  
Total     $ 24,614  

 

Agreements with Placement Agents and Finders

 

In April 2011, the Company engaged, a Costa Rican investment bank, as its exclusive agent to advise the Company on the structuring of corporate openness and equity placement with the following terms:

 

To assist the Company in connection with a best efforts private placement of up to $9.5 million of the Company’s equity and/or debt securities
   
Compensation – a fee in an amount equal to 5% of the aggregate gross proceeds raised

 

A former principal member of the board of directors of the Company is an employee of the investment bank.

 

During the year ended December 31, 2011 the Company paid the investment bank fees of $262,000. The Company is disputing $195,400 of these fees. (See Note 4)

 

Liability Purchase Agreement

 

On March 19, 2014, the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement between STL Marketing Group, Inc., a Colorado corporation, and Tarpon Bay Partners, LLC, a Florida limited liability company, in the matter entitled Tarpon Bay Partners, LLC v. STL Marketing Group, Inc. , Case No. 2014-CA-278. Tarpon commenced the Action against the Company on February 6, 2014 to recover an aggregate of $519,282 of past-due accounts payable of the Company, which Tarpon had purchased from certain service providers of the Company pursuant to the terms of separate receivable purchase agreements between Tarpon and each of such vendors, plus fees and costs. The Assigned Accounts relate to certain legal, accounting, and financial services. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Tarpon upon execution of the Order by the Court on March 19, 2014.

 

Pursuant to the Settlement Agreement, the Company shall issue and deliver to Tarpon shares (the “Settlement Shares”) of the Company’s Common Stock in one of more tranches as necessary, and subject to adjustment and ownership limitations, sufficient to generate proceeds such that the aggregate Remittance Amount (as defined in the Settlement Agreement) equals the Claim.

 

In addition, pursuant to the terms of the Settlement Agreement, the Company issued to Tarpon the Tarpon Initial Note in the principal amount of $25,000. Under the terms of the Tarpon Initial Note, the Company shall pay Tarpon $25,000 on the date of maturity which was May 31, 2014. This Note is convertible by Tarpon into the Company’s Common Shares (See Note 8).

 

Also per the Company’s agreement with Tarpon, the Company issued the Tarpon Success Fee Note in the principal amount of $25,000 in favor of Tarpon as a commitment fee. The Tarpon Success Fee Note is due on September 20, 2014. The Tarpon Success Fee Note is convertible into shares of the Company’s common stock (See Note 8).

 

In connection with the settlement, and during the three months ending March 31, 2015, the Company issued zero shares. However, for the year ending December 31, 2014, the Company issued Tarpon 14,692,867 shares of Common Stock from which gross proceeds of $246,734 were generated from the sale of the Common Stock. In connection with the transaction, Tarpon received fees of $81,287 and providing payments of $165,447 to settle outstanding vendor payables. A portion of the fees that Tarpon has received has not been fully documented by Tarpon to the Company as requested, and therefore are in dispute and are pending of file date. For audit purposes, we have recorded these fees as fees paid to Tarpon.

 

Any shares not used by Tarpon are subject to return to the Company. Accordingly, the Company accounts for these shares as issued but not outstanding until the shares have been sold by Tarpon and the proceeds are known. Net proceeds received by Tarpon are included as a reduction to accounts payable or other liability as applicable, as such funds are legally required to be provided to the party Tarpon purchased the debt from.

 

Litigations, Claims and Assessments

 

The Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. Other than the litigation with Costa Rican Investment Bank, as discussed in Note 4, the Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

Subsequent Events

v2.4.0.8
Subsequent Events
3 Months Ended
Mar. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

Note 15 – Subsequent Events

 

The following conversions have been made:

 

  - 54,794,444 Common Stock the Holder of a convertible note that converted $6,435 in principal and $0 in accrued interest for a note with the maturity date of September 2014.
     
  - 35,215,753 Common Stock the Holder of a convertible note that converted $7,750 in principal and $419 in accrued interest for a note with the maturity date of August 2015.
     
  - 58,160,769 Common Stock the Holder of various convertible notes that converted $17,015 in principal and $0 in accrued interest for notes with the maturity dates of March 2015.
     
  - 30,446,166 Common Stock the Holder of various convertible notes that converted $4,565 in principal and $412 in accrued interest for a note with the maturity date of March 2015.
     
  - 31,930,000 Common Stock the Holder of various convertible notes that converted $4,036 in principal and $0 in accrued interest for a note with the maturity date of May 2016.

Nature of Operations and Summary of Significant Accounting Policies (Policies)

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The Company’s consolidated subsidiaries and/or entities are as follows:

 

Name of consolidated subsidiary/entity State or other jurisdiction
of incorporation or
organization

Date of incorporation or formation

(date of acquisition, if applicable)

Attributable interest
       
Energia Renovable Versant SRL (ER) (1) Costa Rica November, 2010 100%
       
V Tres Bache SRL (V3) (2) Costa Rica November, 2010 100%
       
Versant Corporation (VC) (3) Delaware April, 2010 100%
       
PhoneSuite Solutions, Inc. (PSS) (4) Delaware May, 2014 100%

 

  (1) ER was incorporated to establish renewable energy wind parks in Costa Rica. ER is the sole stockholder of V3.
     
  (2) V3 was incorporated to build and operate the first energy development on the Bache site.
     
  (3)  VC was incorporated as the original US holding company for the wind development in Costa Rica.
     
  (4) PSS was incorporated to handle the distribution markets of PhoneSuite products.

 

All inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The fair value of our financial assets and liabilities reflects our estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

Level 1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3   Pricing inputs that are generally unobservable inputs and not corroborated by market data.

 

The following are the major categories of liabilities measured at fair value on a recurring basis at March 31, 2015 and December 31, 2014 using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

 

    March 31, 2015     December 31, 2014  
    Assets     Liabilities     Assets     Liabilities  
                         
Level 1                                
None   $ -     $ -     $ -     $ -  
                                 
Level 2                                
None     -       -       -       -  
                                 
Level 3                                
Derivative Liabilities     -       2,447,089       -       2,439,998  
                                 
    $ -     $ 2,447,089     $ -     $ 2,439,998  

 

Changes in the unobservable input values could potentially cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used in the fair value measurements is the expected volatility assumption. A significant increase (decrease) in the expected volatility assumption could potentially result in a higher (lower) fair value measurement.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

Carrying Value, Recoverability and Impairment of Long-Lived Assets

 

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. When long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

 

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

 

The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of sales levels, gross margins, and operating costs. These forecasts are typically based on historical trends and take into account recent developments as well as management’s plans and intentions. Any difficulty in sourcing materials on a cost effective basis would significantly impact the projected future cash flows of the Company’s manufacturing facilities and potentially lead to an impairment charge for long-lived assets. Other factors, such as increased competition or a decrease in the desirability of the Company’s products, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment of long-lived assets.

 

The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. The Company has not recorded any impairment charges during the months ended March 31, 2015 and 2014.

Cash

Cash

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Property and Equipment

Property and Equipment

 

Property and equipment is stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, which ranges from three to seven years.

 

Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.

Research and Development

Research and Development

 

Research and development is expensed as incurred.

Advertising Costs

Advertising Costs

 

We expense advertising costs in the period in which they are incurred.

Stock-Based Compensation for Obtaining Employee Services

Stock-Based Compensation for Obtaining Employee Services

 

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the grant-date fair value of the equity instrument issued and are recognized in the statement of operations as compensation over the relevant service period.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

 

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

 

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which a commitment for performance by the counterparty to earn the equity instrument is reached (a performance commitment).

 

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

 

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.

Derivative Financial Instruments

Derivative Financial Instruments

 

Derivative financial instruments consist of conversion features embedded in convertible debentures, which meet the criteria for bifurcation from their host contract. These financial instruments are recorded in the balance sheet at fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

Debt Issue Costs and Debt Discount

Debt Issue Costs and Debt Discount

 

The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Income Tax Provision

Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-45, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-40 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances, as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-45 for the three months ended March 31, 2015 and 2014. The Company believes that all prior periods are still subject to examination by tax authorities.

Reverse Stock Split

Reverse Stock Split

 

In October 2014, the Company’s board of directors and stockholders approved an amended and restated certificate of incorporation to affect a reverse split of shares of our common stock at a 1-for-15 ratio. The reverse split became effective in March 2015. The par value and the authorized shares of the common and convertible preferred stock were not adjusted as a result of the reverse split. All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse split for all periods presented.

Net Income/(Loss) per Common Share

Net Income/(Loss) per Common Share

 

Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method.

 

During the three months ended March 31, 2015, the Company reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods. During the three months ended March 31, 2014, we reported net income and accordingly included potentially dilutive instruments in the fully diluted net income per share calculation and the dilutive effect of convertible instruments were determined by application of the if converted method.

 

Common stock equivalents are as follows:

 

    March 31, 2015     December 31, 2014  
             
Convertible Debt     4,034,389,339       151,220,218  
                 
Liability to be settled in common stock (1)     68,125,000       2,422,222  
                 
Liability to be settled in common stock (exercise price $0.01/share) (2)     139,728,327       4,289,961  
                 
Common stock equivalents     4,242,242,666       157,932,401  

 

  (1) Fair value was $54,500 at March 31, 2015 and $54,500 at December 31, 2014. See Note 6.
  (2) Fair value was $60,000 at March 31, 2015 and $60,000 at December 31, 2014. See Note 6.

Other Recently Issued, but Not Yet Effective Accounting Pronouncements

Other Recently Issued, but Not Yet Effective Accounting Pronouncements

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of the new standards.

 

In June 2014, the FASB issued ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating this guidance and the impact it will have on its consolidated financial statements.

 

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of ASU 2014-15 is not expected to have a material impact on our financial position, results of operations or cash flows.

 

In April 2015, the FASB issued Accounting Standards Update No. 2015-03 , “Interest - Imputation of Interest (Subtopic 835-30),” which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. This guidance will be effective at the beginning of fiscal year 2017. The Company is currently evaluating the impact of the new standards.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Nature of Operations and Summary of Significant Accounting Policies (Tables)

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Consolidated Subsidiaries or Entities

The Company’s consolidated subsidiaries and/or entities are as follows:

 

Name of consolidated subsidiary/entity State or other jurisdiction
of incorporation or
organization

Date of incorporation or formation

(date of acquisition, if applicable)

Attributable interest
       
Energia Renovable Versant SRL (ER) (1) Costa Rica November, 2010 100%
       
V Tres Bache SRL (V3) (2) Costa Rica November, 2010 100%
       
Versant Corporation (VC) (3) Delaware April, 2010 100%
       
PhoneSuite Solutions, Inc. (PSS) (4) Delaware May, 2014 100%

 

  (1) ER was incorporated to establish renewable energy wind parks in Costa Rica. ER is the sole stockholder of V3.
     
  (2) V3 was incorporated to build and operate the first energy development on the Bache site.
     
  (3)  VC was incorporated as the original US holding company for the wind development in Costa Rica.
     
  (4) PSS was incorporated to handle the distribution markets of PhoneSuite products.

Schedule of Liabilities Measured at Fair Value on a Recurring Basis

The following are the major categories of liabilities measured at fair value on a recurring basis at March 31, 2015 and December 31, 2014 using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

 

    March 31, 2015     December 31, 2014  
    Assets     Liabilities     Assets     Liabilities  
                         
Level 1                                
None   $ -     $ -     $ -     $ -  
                                 
Level 2                                
None     -       -       -       -  
                                 
Level 3                                
Derivative Liabilities     -       2,447,089       -       2,439,998  
                                 
    $ -     $ 2,447,089     $ -     $ 2,439,998  

Schedule of Common Stock Equivalents

Common stock equivalents are as follows:

 

    March 31, 2015     December 31, 2014  
             
Convertible Debt     4,034,389,339       151,220,218  
                 
Liability to be settled in common stock (1)     68,125,000       2,422,222  
                 
Liability to be settled in common stock (exercise price $0.01/share) (2)     139,728,327       4,289,961  
                 
Common stock equivalents     4,242,242,666       157,932,401  

 

  (1) Fair value was $54,500 at March 31, 2015 and $54,500 at December 31, 2014. See Note 6.
  (2) Fair value was $60,000 at March 31, 2015 and $60,000 at December 31, 2014. See Note 6.

Property and Equipment (Tables)

v2.4.0.8
Property and Equipment (Tables)
3 Months Ended
Mar. 31, 2015
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment

    March 31, 2015     December 31, 2014  
Property and equipment are as follows:            
Furniture and fixtures   $ 4,909     $ 4,909  
Machinery and equipment     8,191       8,191  
Leasehold improvements     2,507       2,507  
      15,607       15,607  
Accumulated depreciation and amortization     (10,400 )     (9,852 )
Property and equipment - net   $ 5,207     $ 5,755  

Notes Payable (Tables)

v2.4.0.8
Notes Payable (Tables)
3 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Schedule of Notes Payable

    March 31, 2015     December 31, 2014  
In October 2010, a third party loaned the Company $50,000 under a demand note bearing zero interest. This note is in default.   $ 50,000     $ 50,000  
In March 2011, third parties loaned the Company $11,500 under demand notes bearing interest from 8-10% per year. The notes were acquired in the merger and are in default. A payment of $1,500 was made as of June 2014, leaving a balance of $10,000 as of March 31, 2015.     10,000       10,000  
    $ 60,000     $ 60,000  

Convertible Notes Payable (Tables)

v2.4.0.8
Convertible Notes Payable (Tables)
3 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Schedule of Convertible Debt

At March 31, 2015 and December 31, 2014, convertible debt consisted of the following:

 

    March 31, 2015     December 31, 2014  
Convertible into 50% of the average of the lowest three closing prices during the 20 trading days immediately preceding conversion. These notes matured in July 2008 ($75,000), November 2008 ($100,000) and February 2010 ($15,000). These notes bear an interest rate of 8%-10%. These notes were acquired in the merger and are currently in default.   $ 190,000     $ 190,000  
                 
Convertible into 50% of the five day average closing bid prices immediately preceding conversion. This note matured in July 2008. This note has an interest rate of 8%. This note was acquired in the merger and is currently in default.     50,000       50,000  
                 
Convertible into 10% of the average of the lowest three closing prices during the 20 trading days immediately preceding conversion. This note matured in March 2008 and bears a 6% interest rate. This note was acquired in the merger and is currently in default.     40,000       40,000  
                 
Convertible into 75% of the average of the lowest three closing prices during the 20 trading days immediately preceding conversion. These notes matured in May and June of 2010 and bear an 8% interest rate. These notes were acquired in the merger and are currently in default.     25,000       25,000  

 

Convertible into 50% of the average of the lowest three closing prices during the 10 trading days immediately preceding conversion. Notes mature in July 2013 – May 2014 and bear an 8% interest rate. These notes are currently in default. As of March 31, 2015, $5,000 of these notes has been converted.     487,000       487,000  
                 
Convertible into 60% of the lowest of any day during the 10 trading days immediately preceding conversion. Note matured in September 2014 and bears a 9.9% interest rate and is currently in default. As of March 31, 2015, $16,641 of this note has been converted, leaving a balance of $10,859.     10,859       10,859  
                 
Convertible at the greater (a) $0.015 or (b) at 50% of the lowest closing bid price during the 30 trading days immediately preceding conversion. This note matured in May 2014, bears a 10% interest rate and is currently in default.     25,000       25,000  
                 
Convertible at a 50% discount of the lowest of any day during the 15 trading days immediately preceding conversion. Note matures in March 2015, bears an 8% interest rate and is currently in default. As of March 31, 2015, $9,450 of this note has been converted, leaving a balance of $12,050.     12,050       16,780  
                 
Convertible at a 50% of the lowest closing bid price during the 30 trading days immediately preceding conversion. Note matures in September 2014, bears a 10% interest rate and is currently in default. As of March 31, 2015, $8,320 of this note has been converted, leaving a balance of $16,680.     16,680       16,680  
                 
Convertible at the lessor of (a) $0.004 or (b) at 40% discount of the lowest trade price during the 25 trading days immediately preceding conversion. Note matures in May 2016, has a 10% OID and bears a one time interest charge of 12% after ninety days (August 2014). As of March 31, 2015, $1,521 of this note has been converted, leaving a balance of $25,979.     25,979       27,500  
                 
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in March 2015, bears an 8% interest rate and is currently in default. As of March 31, 2015, $17,995 of this note has been converted, leaving a balance of $14,505.     14,505       32,500  
                 
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in March 2015, bears an 8% interest rate and is currently in default.     32,500       32,500  
                 
Convertible into 50% of the lowest close price during the 10 trading days immediately preceding conversion. Note matures in July 2015 and bears an 8% interest.     40,000       40,000  
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in April 2015 and bears an 8% interest rate.     32,500       32,500  
                 
Convertible into 50% of the lowest close price during the 10 trading days immediately preceding conversion. Note matures in August 2015 and bears an 8% interest. In connection with this convertible note, the Company issued a Back End convertible note, in the principal amount of $25,000. The Back End Note has the same terms, due dates and conditions the convertible note. This Back End note is secured by a $25,000 Promissory Note to the Company, issued by the Holder. As of March 31, 2015, $7,000 of this note has been converted, leaving a balance of $18,000.     18,000       25,000  
                 
Convertible at the lessor of (a) $0.004 or (b) at 40% discount of the lowest trade price during the 25 trading days immediately preceding conversion. Note matures in September 2016, has a 10% OID and bears a one time interest charge of 12% after ninety days (December 2014).     33,000       33,000  
                 
Convertible at a 42% discount of the lowest three closing prices during the 15 trading days immediately preceding conversion. Note matures in December 2015 and bears an 8% interest rate.     34,000       -  
    $ 1,087,073     $ 1,084,319  

Schedule of Convertible Debt Activity and Terms

Convertible debt consisted of the following activity and terms:

 

          Interest Rate     Maturity  
                   
Convertible Debt Balance as of December 31, 2014   $ 978,069       8% -12%       March 2008 – Dec. 2016 ($903,324 is in default as of March 31, 2015)  
                         
Borrowings during the period ended March 31, 2015     34,000       8%       December 2015  
                         
Conversions during the period ended March 31, 2015     (31,246 )                
Convertible Debt Balance as of March 31, 2015     1,087,073                  
                         
Debt Discount     (84,184 )                
                         
Convertible Debt Balance as of March 31, 2015 - Net   $ 1,002,889                  

Schedule of Debt Discount

    March 31, 2015     December 31, 2014  
             
Debt Discount   $ 765,398     $ 762,644  
Amortization of debt discount     (681,214 )     (656,394 )
Debt Discount - net   $ 84,184     $ 106,250  
                 

Derivative Liabilities (Tables)

v2.4.0.8
Derivative Liabilities (Tables)
3 Months Ended
Mar. 31, 2015
Derivative Liability [Abstract]  
Schedule of Derivative Liabilities

Derivative liability – December 31, 2014   $ 2,439,998  
Fair value mark to market adjustment for convertible instruments     (31,759 )
Reduction in fair value due to debt conversions     (94,794 )
Fair value at the commitment date for convertible instruments     133,644  
Derivative liability – March 31, 2015   $ 2,447,089  

Schedule of Assumptions Based Derivative Liabilities

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of March 31, 2015:

 

    Commitment Date     March 31, 2015  
             
Expected dividends:     0%       0%  
Expected volatility:     238% - 636%       515% - 743%  
Expected term:     0.50 - 2 years       0.01 – 1.43 year  
Risk free interest rate:     0.08% - 0.37%       0.05% - 0.56%  

Related Party Transactions (Tables)

v2.4.0.8
Related Party Transactions (Tables)
3 Months Ended
Mar. 31, 2015
Related Party Transactions [Abstract]  
Schedule of Note Payable to Related Parties

Debt under these obligations at March 31, 2015 and December 31, 2014 is as follows:

 

    March 31, 2015     December 31, 2014  
             
Notes payable   $ 66,446     $ 42,751  
Less: Current maturities     (66,446 )     (42,751 )
Notes payable, net of Current maturities   $ -     $ -  

Commitments and Contingencies (Tables)

v2.4.0.8
Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Lease Payments

Future minimum lease payments under these operating leases are approximately as follows:

 

Period Ending March 31,      
2015       11,468  
2016       13,147  
Total     $ 24,614  

Nature of Operations and Summary of Significant Accounting Policies (Details Narrative)

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) (USD $)
0 Months Ended 1 Months Ended 3 Months Ended 0 Months Ended 0 Months Ended
Feb. 04, 2013
Oct. 31, 2014
Mar. 31, 2015
Mar. 31, 2015
Property And Equipment [Member]
Minimum [Member]
Mar. 31, 2015
Property And Equipment [Member]
Maximum [Member]
Feb. 04, 2013
Versant Corporation [Member]
Feb. 04, 2013
Versant Corporation [Member]
Class B Preferred Stock [Member]
Oct. 15, 2012
Series A And C Preferred Stock [Member]
Feb. 04, 2013
Class B Preferred Stock [Member]
Versant Corporation [Member]
Feb. 04, 2013
Preferred Series A Convertible Stock [Member]
Versant Corporation [Member]
Value consisted in merger agreement               $ 75,000    
Common stock exchange for preferred stock, shares                 1,000  
Business acquisition, number of shares issued                 1,400,000,000 1,800,000
Business acquisition of convertible notes receivable, description                

200,003 Versant’s Class B Common Stock shareholders, 200,000 shares ($200,000 value) received convertible notes in STLK and the remaining 3 shares ($219,000 value) received 6,666,667 restricted STLK Common Stock;

 
Number of share held by stock holder equity                 200,003  
Number of stock issued during period for acquisition, shares           200,000        
Number of stock issued during period for acquisition           200,000        
Number of share unissued 3                  
Issuance of common shares class B           7,500,000        
Percentage of granted common shares             100.00%      
Issuance of restricted common stock $ 219,000                  
Issuance of restricted common stock, shares 6,666,667                  
Acquisition of held shares                 100,120,000  
Number of acquired legally held shares                 1,774,902  
Percentage of combined entity shares held by accounting acquirer             98.26%      
Percentage of combined entity shares held by legal acquirer             1.74%      
Property and Equipment estimated useful lives       3 years 7 years          
Percent of likelihood of being realized upon ultimated settlement     greater than fifty (50) percent              
Reverse split of shares  

1-for-15 ratio

               

Nature of Operations and Summary of Significant Accounting Policies - Schedule of Consolidated Subsidiaries or Entity (Details)

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies - Schedule of Consolidated Subsidiaries or Entity (Details)
3 Months Ended
Mar. 31, 2015
Energia Renovable Versant [Member]
 
Name of consolidated subsidiary or entity Energia Renovable Versant SRL (ER) [1]
State or other jurisdiction of incorporation or organization Costa Rica
Date of incorporation or formation Nov. 30, 2010
Attributable interest 100.00%
V Tres Bache [Member]
 
Name of consolidated subsidiary or entity V Tres Bache SRL (V3) [2]
State or other jurisdiction of incorporation or organization Costa Rica
Date of incorporation or formation Nov. 30, 2010
Attributable interest 100.00%
Versant Corporation [Member]
 
Name of consolidated subsidiary or entity Versant Corporation (VC) [3]
State or other jurisdiction of incorporation or organization Delaware
Date of incorporation or formation Apr. 30, 2010
Attributable interest 100.00%
PhoneSuiteSolutions Inc [Member]
 
Name of consolidated subsidiary or entity PhoneSuite Solutions, Inc. (PSS) [4]
State or other jurisdiction of incorporation or organization Delaware
Date of incorporation or formation May 31, 2014
Attributable interest 100.00%
[1] (1) ER was incorporated to establish renewable energy wind parks in Costa Rica. ER is the sole stockholder of V3.
[2] (2) V3 was incorporated to build and operate the first energy development on the Bache site.
[3] (3) VC was incorporated as the original US holding company for the wind development in Costa Rica.
[4] (4) PSS was incorporated to handle the distribution markets of PhoneSuite products.

Nature of Operations and Summary of Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details)

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Assets, fair value      
Liabilities, fair value 2,447,089 2,439,998
Level 1 [Member]
   
Assets, fair value      
Liabilities, fair value      
Level 2 [Member]
   
Assets, fair value      
Liabilities, fair value      
Level 3 [Member]
   
Assets, fair value      
Liabilities, fair value $ 2,447,089 $ 2,439,998

Nature of Operations and Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details)

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Convertible Debt $ 4,034,389,339 $ 151,220,218
Liability to be settled in common stock 68,125,000 [1] 2,422,222 [1]
Liability to be settled in common stock (exercise price $0.01/share) 139,728,327 [2] 4,289,961 [2]
Common stock equivalents 4,242,242,666 157,932,401
[1] (1) Fair value was $54,500 at March 31, 2015 and $54,500 at December 31, 2014. See Note 6.
[2] (2) Fair value was $60,000 at March 31, 2015 and $60,000 at December 31, 2014. See Note 6.

Nature of Operations and Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical)

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Fair value of liability to be settled in common stock $ 54,500 $ 54,500
Fair value of liability to be settled in common stock $ 60,000 $ 60,000
Fair value of liability to be settled in common stock, exercise price per share $ 0.01 $ 0.01

Going Concern (Details Narrative)

v2.4.0.8
Going Concern (Details Narrative) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Going Concern      
Net loss $ (310,988) $ 1,622,697 $ (771,742)
Net cash used in operating activities 55,498 94,614  
Working captial defecit $ 5,148,000    

Property and Equipment (Details Narrative)

v2.4.0.8
Property and Equipment (Details Narrative) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 548 $ 515

Property and Equipment - Schedule of Property and Equipment (Details)

v2.4.0.8
Property and Equipment - Schedule of Property and Equipment (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Property, Plant and Equipment [Abstract]    
Furniture and fixtures $ 4,909 $ 4,909
Machinery and equipment 8,191 8,191
Leasehold improvements 2,507 2,507
Property and equipment - gross 15,607 15,607
Accumulated depreciation and amortization (10,400) (9,852)
Property and equipment - net $ 5,207 $ 5,755

Due From Investment Bank (Details Narrative)

v2.4.0.8
Due From Investment Bank (Details Narrative) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Due From Investment Bank    
Due from investment bank $ 195,400 $ 195,400

Notes Payable - Schedule of Notes Payable (Details)

v2.4.0.8
Notes Payable - Schedule of Notes Payable (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Notes payable $ 60,000 $ 60,000
Notes Payable One [Member]
   
Notes payable 50,000 50,000
Notes Payable Two [Member]
   
Notes payable $ 10,000 $ 10,000

Notes Payable - Schedule of Notes Payable (Details) (Parenthetical)

v2.4.0.8
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Notes payable $ 60,000 $ 60,000
Notes Payable One [Member]
   
Debt face amount 50,000 50,000
Debt interest percentage 0.00% 0.00%
Notes payable 50,000 50,000
Notes Payable Two [Member]
   
Debt face amount 11,500 11,500
Debt interest minimum percentage 8.00% 8.00%
Debt interest maximum percentage 10.00% 10.00%
Payment for notes payable 1,500 1,500
Notes payable $ 10,000 $ 10,000

Liability to be Settled in Stock (Details Narrative)

v2.4.0.8
Liability to be Settled in Stock (Details Narrative) (USD $)
1 Months Ended 3 Months Ended
Aug. 31, 2012
Mar. 31, 2015
Dec. 31, 2014
Liability To Be Settled In Stock      
Payment for consultant $ 10,000    
Compensation interest, percentage 6.00%    
Discount percentage on compensation 70.00%    
Fair value of liability to be settled in common stock   60,000 60,000
Payment of debt to third party by consulting agreement   15,000  
Due to third party unissued amount for consulting agreement   15,000  
Fees amount   $ 39,500  

Settlement Liability (Details Narrative)

v2.4.0.8
Settlement Liability (Details Narrative) (USD $)
12 Months Ended
Dec. 31, 2014
Mar. 31, 2015
Settlement Liability    
Stock liability debt outstanding $ 43,333  
Payments for settlement liability 24,652  
Liability settlement $ 18,681 $ 18,681

Convertible Notes Payable (Details Narrative)

v2.4.0.8
Convertible Notes Payable (Details Narrative) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Debt Disclosure [Abstract]    
Debt Discount $ 34,000 $ 111,836
Amortized interest expense $ 56,066 $ 144,470

Convertible Notes Payable - Schedule of Convertible Debt (Details)

v2.4.0.8
Convertible Notes Payable - Schedule of Convertible Debt (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Convertible Notes Payable $ 1,087,073 $ 1,084,319
Convertible Note Payable One [Member]
   
Convertible Notes Payable 190,000 190,000
Convertible Note Payable Two [Member]
   
Convertible Notes Payable 50,000 50,000
Convertible Note Payable Three [Member]
   
Convertible Notes Payable 40,000 40,000
Convertible Note Payable Four [Member]
   
Convertible Notes Payable 25,000 25,000
Convertible Note Payable Five [Member]
   
Convertible Notes Payable 487,000 487,000
Convertible Note Payable Six [Member]
   
Convertible Notes Payable 10,859 10,859
Convertible Note Payable Seven [Member]
   
Convertible Notes Payable 25,000 25,000
Convertible Note Payable Eight [Member]
   
Convertible Notes Payable 12,050 16,780
Convertible Note Payable Nine [Member]
   
Convertible Notes Payable 16,680 16,680
Convertible Note Payable Ten [Member]
   
Convertible Notes Payable 25,979 27,500
Convertible Note Payable Eleven [Member]
   
Convertible Notes Payable 14,505 32,500
Convertible Note Payable Tweleve [Member]
   
Convertible Notes Payable 32,500 32,500
Convertible Note Payable Thirteen [Member]
   
Convertible Notes Payable 40,000 40,000
Convertible Note Payable Fourteen [Member]
   
Convertible Notes Payable 32,500 32,500
Convertible Note Payable Fifteen [Member]
   
Convertible Notes Payable 18,000 25,000
Convertible Note Payable Sixteen [Member]
   
Convertible Notes Payable 33,000 33,000
Convertible Note Payable Seventeen [Member]
   
Convertible Notes Payable $ 34,000   

Convertible Notes Payable - Schedule of Convertible Debt (Details) (Parenthetical)

v2.4.0.8
Convertible Notes Payable - Schedule of Convertible Debt (Details) (Parenthetical) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Notes payable      
Convertible debt 4,034,389,339 151,220,218
July 2008 [Member]
   
Notes payable (75,000) (75,000)
November 2008 [Member]
   
Notes payable (100,000) (100,000)
February 2010 [Member]
   
Notes payable (15,000) (15,000)
Convertible Note Payable Nine [Member]
   
Debt maturity date   March 2015
Convertible Note Payable One [Member]
   
Percentage of average of the lowest three closing prices 50.00% 50.00%
Debt interest minimum percentage 8.00% 8.00%
Debt interest maximum percentage 10.00% 10.00%
Convertible Note Payable Two [Member]
   
Percentage of average of the lowest three closing prices 50.00% 50.00%
Debt maturity date July 2008 July 2008
Debt instruments interest rate 8.00% 8.00%
Convertible Note Payable Three [Member]
   
Percentage of average of the lowest three closing prices 10.00% 10.00%
Debt maturity date March 2008 March 2008
Debt instruments interest rate 6.00% 6.00%
Convertible Note Payable Four [Member]
   
Percentage of average of the lowest three closing prices 75.00% 75.00%
Debt maturity date May and June of 2010 May and June of 2010
Debt instruments interest rate 8.00% 8.00%
Convertible Note Payable Five [Member]
   
Percentage of average of the lowest three closing prices 50.00% 50.00%
Debt maturity date

July 2013 - May 2014

July 2013 - May 2014

Debt instruments interest rate 8.00% 8.00%
Convertible debt 5,000  
Convertible Note Payable Six [Member]
   
Percentage of average of the lowest three closing prices 60.00% 60.00%
Debt maturity date September 2014 September 2014
Notes payable 10,859 10,859
Debt instruments interest rate 9.90% 9.90%
Additional debt amount 16,641 16,641
Convertible debt 10,859 10,859
Convertible Note Payable Seven [Member]
   
Percentage of average of the lowest three closing prices 50.00% 50.00%
Debt maturity date May 2014 May 2014
Debt instruments interest rate 10.00% 10.00%
Convertible Note Payable Eight [Member]
   
Percentage of average of the lowest three closing prices 50.00% 50.00%
Debt maturity date May 2014 May 2014
Debt instruments interest rate 10.00% 10.00%
Conversion price $ 0.015 $ 0.015
Convertible Note Payable Nine [Member]
   
Percentage of average of the lowest three closing prices 50.00% 50.00%
Debt maturity date March 2015  
Notes payable 12,050  
Debt instruments interest rate 8.00% 8.00%
Convertible debt 9,450  
Convertible Note Payable Ten [Member]
   
Percentage of average of the lowest three closing prices 50.00% 50.00%
Debt maturity date September 2014 September 2014
Notes payable 16,680 16,680
Debt instruments interest rate 10.00% 10.00%
Convertible debt 8,320  
Convertible Note Payable Eleven [Member]
   
Percentage of average of the lowest three closing prices 40.00% 40.00%
Debt maturity date May 2016 May 2016
Notes payable 25,979  
Debt instruments interest rate 12.00% 12.00%
Convertible debt 1,521  
Conversion price $ 0.004 $ 0.004
Debt conversation price percentage 10.00% 10.00%
Convertible Note Payable Tweleve [Member]
   
Percentage of average of the lowest three closing prices 42.00% 42.00%
Debt maturity date March 2015 March 2015
Notes payable 14,505  
Debt instruments interest rate 8.00% 8.00%
Conversion price $ 17,995 $ 17,995
Convertible Note Payable Thirteen [Member]
   
Percentage of average of the lowest three closing prices 50.00% 50.00%
Debt maturity date July 2015 July 2015
Debt instruments interest rate 8.00% 8.00%
Convertible Note Payable Fourteen [Member]
   
Percentage of average of the lowest three closing prices 42.00% 42.00%
Debt maturity date April 2015 April 2015
Debt instruments interest rate 8.00% 8.00%
Convertible Note Payable Fifteen [Member]
   
Percentage of average of the lowest three closing prices 50.00% 50.00%
Debt maturity date August 2015 August 2015
Notes payable 18,000 25,000
Debt instruments interest rate 8.00% 8.00%
Additional debt amount 7,000 25,000
Convertible debt $ 25,000  
Convertible Note Payable Sixteen [Member]
   
Percentage of average of the lowest three closing prices 40.00% 40.00%
Debt maturity date September 2016 September 2016
Debt instruments interest rate 12.00% 12.00%
Conversion price $ 0.004 $ 0.004
Debt conversation price percentage 10.00% 10.00%
Convertible Note Payable Seventeen [Member]
   
Percentage of average of the lowest three closing prices 42.00% 42.00%
Debt maturity date December 2015 December 2015
Debt instruments interest rate 8.00% 8.00%

Convertible Notes Payable - Schedule of Convertible Debt Activity and Terms (Details)

v2.4.0.8
Convertible Notes Payable - Schedule of Convertible Debt Activity and Terms (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Convertible Debt Balance $ 978,069    
Borrowings during the period 34,000 96,500  
Conversions