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Document and Entity Information

v2.4.0.8
Document and Entity Information
6 Months Ended
Jun. 30, 2015
Aug. 18, 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 Jun. 30, 2015  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   866,507,801
Trading Symbol STLK  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2015  

Condensed Consolidated Balance Sheets

v2.4.0.8
Condensed Consolidated Balance Sheets (USD $)
Jun. 30, 2015
Dec. 31, 2014
Current Assets    
Cash $ 3,525 $ 102
Deferred offering costs    84,070
Total Current Assets 3,525 84,172
Property and Equipment, net 4,660 5,755
Other Assets    
Security deposits 1,135 1,135
Total Assets 9,320 91,062
Current Liabilities:    
Accounts payable and accrued liabilities, including $670,070 and $579,120 salaries due to officers, respectively 1,197,588 1,062,173
Accrued liabilities and accounts payable - related party 416,703 385,677
Notes payable - related party 71,446 42,751
Liabilities payable in shares 114,500 114,500
Liability settlement 18,681 18,681
Notes payable 60,000 60,000
Convertible notes payable, net of discount 991,463 978,069
Derivative liabilities 3,206,813 2,439,998
Total Liabilities 6,077,194 5,101,849
Commitments and Contingencies      
Stockholders' Deficit    
Common Stock, $0.001 Par Value, 2,600,000,000 Shares Authorized, 866,507,801 Shares Issued and Outstanding at June 30, 2015, 59,764,239 Issued and Outstanding at December 31, 2014 866,508 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 599,851 1,305,726
Accumulated Deficit (8,035,234) (6,877,278)
Total Stockholders' Deficit (6,067,874) (5,010,787)
Total Liabilities and Stockholders' Deficit 9,320 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 $)
Jun. 30, 2015
Dec. 31, 2014
Salaries due to officers $ 670,070 $ 579,120
Common Stock, par value $ 0.001 $ 0.001
Common Stock, shares authorized 2,600,000,000 2,600,000,000
Common Stock, shares issued 866,507,801 59,764,239
Common Stock, shares outstanding 866,507,801 59,764,239
Class A Preferred Stock [Member]
   
Preferred Stock, par value, percentage 10.00% 10.00%
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 A Preferred Stock [Member] | Non-Cumulative [Member]
   
Preferred Stock, par value $ 1.00 $ 1.00
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 (Unaudited)

v2.4.0.8
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Income Statement [Abstract]        
Revenues            
Cost of revenues            
Gross profit            
Operating expenses        
Compensation 61,899 61,899 124,506 124,506
Professional fees 25,218 73,232 65,304 206,441
Selling, general and administrative 95,092 16,334 103,248 33,844
Total operating expenses 182,209 151,465 293,058 364,791
Loss from operations (182,209) (151,465) (293,058) (364,791)
Other income (expense):        
Interest expense (24,828) (135,635) (157,082) (304,729)
Loss on settlement liability    (41,856)    (41,856)
Change in fair value of derivative liabilities (872,633) (1,534,462) (840,874) 569,944
Gain on extinguisment of derivative liabilities 287,635    287,635   
Private placement costs (54,933) (122,135) (154,577) (221,424)
Other income (expense) - net (664,759) (1,834,088) (864,898) 1,935
Net Loss $ (846,968) $ (1,985,553) $ (1,157,956) $ (362,856)
Net loss per common share - basic and diluted $ 0.00 $ (0.01) $ 0.00 $ 0.00
Weighted average common shares outstanding - basic and diluted 514,075,919 180,232,846 288,897,064 161,199,866

Condensed Consolidated Statements of Cash Flows (Unaudited)

v2.4.0.8
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Cash Flows From Operating Activities:    
Net Loss $ (1,157,956) $ (362,856)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation and amortization 1,095 1,031
Stock based compensation    45,000
Deferred offering costs 84,070   
Amortization of debt discount 111,974 247,036
Change in fair value of derivative liabilities 840,874 (569,944)
Private placement costs 154,577 213,577
Gain on extinguishment of derivative liabilites (287,635)   
Amortization of deferred offering costs    7,847
Financing fee    41,856
Debt converted below par    7,857
Changes in operating assets and liabilities:    
Security deposits    (69)
Accounts payable and accrued liabilities 137,703 116,604
Accounts payable - related party 31,026 75,134
Net Cash Used in Operating Activities (84,272) (176,927)
Cash Flows From Investing Activities:    
Security deposits    3,398
Net Cash Provided by Investing Activities    3,398
Cash Flows From Financing Activities:    
Proceeds from related party notes payable 33,695   
Payment of related party notes payable (5,000)   
Proceeds from convertible notes 59,000 186,500
Net Cash Provided by Financing Activities 87,695 186,500
Net increase cash 3,423 12,971
Cash at beginning of period 102 717
Cash at end of period 3,525 13,688
Supplemental disclosure of non-cash investing and financing activities:    
Conversion of convertible notes payable into common stock 100,868 32,500
Note payable issued for deferred offering costs    25,000
Common stock issued for deferred offering costs    50,000
Liabilities settled in connection with the Liabilities Purchase Agreement    $ 81,495

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]
Accumulated Deficit [Member]
Total
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             806,744 (705,876)    100,868
Stock issued for conversion of note payable, Shares           806,743,562      
Net Loss                   (1,157,956) (1,157,956)
Balance at Jun. 30, 2015 $ 1,800,000 $ 1,400,000 $ (232,000) $ (2,466,999) $ 866,508 $ 599,851 $ (8,035,234) $ (6,067,874)
Balance, shares at Jun. 30, 2015 1,800,000 1,400,000,000     866,507,801      

Nature of Operations and Summary of Significant Accounting Policies

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 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

 

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.

 

On October 15, 2012, STL Marketing Group, Inc. (“STLK”, the “Company”) entered into a merger agreement with Versant Corporation, a Delaware corporation (“Versant”). In January 2013 the respective Boards of Versant and STLK approved a Share Exchange Plan (“SEP”) and as a result, on February 4, 2013: (1) the holders of STLK Preferred A and Preferred C Series stock returned their shares to treasury; (2) STLK’s Preferred Series A, B and C were restructured and amended to reflect the SEP; (3) Versant Class A shareholders exchanged 1,800,000 shares of Versant Class A shares for 1,800,000 shares of STLK Series A Preferred Convertible Stock; (4) Versant’s shareholders exchanged 1,000 shares of Versant Class X common shares for 1,400,000,000 shares of STLK Series B Preferred Stock; (5) Versant’s shareholders exchanged 200,003 shares of Class B common stock for convertible notes in STLK and 6,666,667 shares of STLK’s common stock; and (6) Versant issued 7,500,000 shares of Class B common shares to STLK shareholders, granting them 100% of the common shares in Versant. Upon finalization of the merger, Versant’s shareholders held 100,120,000 shares or 98.26% of the combined entity.

 

As the owners and management of Versant had voting and operating control of the Company after the merger, the transaction was accounted for as a recapitalization with Versant deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. Due to the change in control, the consolidated financial statements reflect the historical results of Versant prior to the merger and that of the consolidated Company following the merger. Common Stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as of the earliest periods presented as capital stock reflecting the exchange ratio in the merger.

 

STLK was a “shell company” prior to the merger and did not conduct an active trade or business. Because it 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.

 

Summary of Significant Accounting Policies

 

Basis of Presentation of Unaudited Condensed Financial Information

 

The unaudited condensed financial statements of the Company for the six months ended June 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2014 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2015. These financial statements should be read in conjunction with that report.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain significant estimates were made in connection with preparing the Company’s financial statements. This includes the assumptions used to calculate derivative liabilities, and equity instruments issued for financing and compensation. Actual results could differ from those 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 based on the Company’s assumptions and not corroborated by market data.

 

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

 

At June 30, 2015 and December 31, 2014, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value (see Note 7):

 

    Fair Value Measurements at June 30, 2015  
    Level 1     Level 2     Level 3  
Derivative liabilities   $ -     $ 3,208,813     $ -  
                         
Total   $ -     $ 3,208,813     $ -  

 

    Fair Value Measurements at December 31, 2014  
    Level 1     Level 2     Level 3  
Derivative liabilities   $ -     $ 2,439,998     $ -  
                         
Total   $ -     $ 2,439,998     $ -  

 

Share-Based Compensation

 

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

 

Derivative Financial Instruments

 

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

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 potentially dilutive 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 and six months ended June 30, 2015 and June 30, 2014, we reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods Common stock equivalents are as follows:

 

    June 30, 2015     December 31, 2014  
             
Convertible Debt     31,094,655,843       151,220,218  
Liability to be paid in shares     545,000,000       2,422,222  
Liability to be paid in shares (30% discount)     990,955,429       4,289,961  
Common stock equivalents     32,630,611,272       157,932,401  

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require 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 interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

 

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statements and disclosures.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Going Concern

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Going Concern
6 Months Ended
Jun. 30, 2015
Going Concern  
Going Concern

Note 2 – Going Concern

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has not yet generated significant revenues and has incurred recurring net losses. During the six month period ended June 30, 2015, the Company incurred a net loss of $1,157,956 and used cash in operations of $84,272. 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 upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2014 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern.

 

At June 30, 2015, the Company had cash on hand in the amount of $3,525. Management estimates that the current funds on hand will not be sufficient to continue operations. Management is currently seeking additional funds, primarily through the issuance of debt and equity securities for cash to operate our business, and estimates that a significant amount of capital will be necessary to advance the development of our projects to the point at which they will become commercially viable.

 

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing. 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.

Notes Payable

v2.4.0.8
Notes Payable
6 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
Notes Payable

Note 3 – Notes Payable

 

    June 30, 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 $10,000 under a demand note bearing zero interest. The note were acquired in the merger and is in default.     10,000       10,000  
    $ 60,000     $ 60,000  

Liabilities Payable in Shares

v2.4.0.8
Liabilities Payable in Shares
6 Months Ended
Jun. 30, 2015
Liabilities Payable In Shares  
Liabilities Payable in Shares

Note 4 – Liabilities payable in shares

 

In August 2012, the Company executed a consulting agreement with a third party to provide various services. This liability was acquired in the merger. 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 June 30, 2015, a balance of $60,000 remains outstanding and available to be converted.

 

In January 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 June 30, 2015, a balance of $15,000 remains outstanding and available to be converted.

 

In February 2014, the Company engaged an attorney as counsel. According to the engagement contract, a portion of the fees due to the attorney would be paid in restricted common shares. As of June 30, 2015 the Company has fees payable in the amount of $39,500, which is available to be converted.

Convertible Notes Payable

v2.4.0.8
Convertible Notes Payable
6 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
Convertible Notes Payable

Note 5 – Convertible Notes Payable

 

At June 30, 2015 and December 31, 2014, convertible notes consisted of the following:

 

    June 30, 2015     December 31, 2014  
Unsecured convertible notes payable.   $ 1,044,739     $ 1,084,319  
Debt discount     (53,276 )     (106,250 )
Notes payable, net of discount   $ 991,463     $ 978,069  

 

From 2007 to 2015, the Company issued Convertible Promissory Notes (“Notes”) in the aggregate principal amount of $1,087,073 to various accredited investors. The Notes bear interest ranging from 8% to 12% per annum and mature on various dates from March 2008 to September 2016. The Company is currently in default of payment for Notes that matured in March 2008 through April 2015 in the aggregate principal amount of $921,739.

  

The Notes are convertible into shares of Common Stock of the Company at the option of the holder commencing on various dates following the issuance date of the Notes and ending on the later of the maturity date or date of full payment of principal and interest. The principal amount of the Notes along with, at the holder’s option, any unpaid interest and penalties, are convertible at price per share at discounts ranging from 10% to 75% of the Company’s Common Stock trading market price during a certain time period, as defined in the agreements. Further, the conversion prices for three notes are subject to a floor such that the conversion prices will not be less than a certain price, as defined in the agreement, with such floor prices ranging from $0.004 to $0.015 per share. In addition, the conversion prices are subject to adjustment in certain events, such as in conjunction with any sale, conveyance or disposition of all or substantially all of the Company’s assets or consummation of a transaction or series of related transactions in which the Company is not the surviving entity.

 

As of December 31, 2014, the balance of the Notes was $1,084,319. During the six month ended June 30, 2014, the Company issued $59,000 of new unsecured convertible notes. During the six months ended June 30, 2015, note holders converted $98,580 of principal and $2,287 of accrued interest into 806,743,562 shares of the Company’s common stock. At June 30, 2015, the principal balance of the Notes was $1,044,739.

 

As of December 31, 2014, the debt discount related to issuance of the Notes was $762,644 and the related accumulated amortization was $656,394. During the six months ended June 30, 2015, the Company recorded debt discounts of $59,000, and recorded discount amortization of $111,974. Also during the six months ended June 30, 2015 $98,580 of fully amortized discounts related to Notes converted into shares of stock was written off. As of June 30, 2015, debt discount was $723,063 and accumulated amortization was $669,787. The remainder of the valuation discount will be amortized as interest expense over the remaining term of the Notes.

 

The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events. In addition, the Company determined that instruments with floor prices ranging from $0.004 to $0.015 were de minimus and in substance not indexed to the Company’s own stock. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company records debt discount to the face amount of the notes, and any excess is recorded as a derivative liability.

Related Party Transactions

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Related Party Transactions
6 Months Ended
Jun. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

Note 6 – Related Party Transactions

 

(A) Accounts Payable and Accrued Liabilities – Related Party

 

Since April 8, 2010 through June 30, 2015, management and board members have been advancing funds to the Company, paying expenses on behalf of the Company, and deferring salaries and consulting fees. As of June 30, 2015 and December 31, 2014, accounts payable and accrued liabilities due to board members and companies owned by board members totaled $416,703 and $385,677, respectively.

 

(B) Related Party Consulting Services

 

The Company incurred consulting expenses to a company that is owned by a board member, and for the six months ending June 30, 2015 and 2014 the amounts were $15,000 and $75,000 respectively.

 

(C) Notes Payable – Related Parties

 

The Company executed various promissory notes to related parties since inception. The balance of the outstanding notes at December 31, 2014 was $42,751. During the six months ended June 30, 2015, notes were issued in the amount of $33,695 to related parties. The notes mature in 3 months to 1 year, are unsecured, and have interest rate at 6%, per annum. During the six months ended June 30, 2015, the Company repaid $5,000 of notes to related parties. The balance of the outstanding notes at June 30, 2015 was $71,446. At June 30, 2015, the Company is in default on $39,877 of these notes.

Foreign Operations

v2.4.0.8
Foreign Operations
6 Months Ended
Jun. 30, 2015
Foreign Currency [Abstract]  
Foreign Operations

Note 7 – 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.

Stockholders Deficit

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Stockholders Deficit
6 Months Ended
Jun. 30, 2015
Equity [Abstract]  
Stockholders Deficit

Note 8 – Stockholders Deficit

 

Common Stock –

 

For the six months ended June 30, 2015, 806,743,563 of Common Stock has been issued to the Holders of various convertible notes that converted $98,580 in principal and $2,288 in accrued interest with maturity dates between March and August 2015.

Commitments and Contingencies

v2.4.0.8
Commitments and Contingencies
6 Months Ended
Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 10 – Commitments and Contingencies

 

Payable to Tarpon Bay Partners LLC

 

In 2014, Tarpon Bay Partners LLC (Tarpon) assumed $519,282 of past due accounts payable of the Company from various creditors of the Company. Tarpon then commenced an action against the Company to recover the aggregate of the past due accounts. On March 19, 2014, the Circuit Court of the Second Judicial Circuit for Leon County, Florida approved an agreement between the Company and Tarpon, in which the Company agreed to issue shares of the Company’s common stock to Tarpon sufficient to generate proceeds equal to the aggregate of the past due accounts. In addition, Tarpon will receive a fee of approximately 33% based on the proceeds. The Company will record the fees as the shares are issued and the past due accounts are paid. The past due amounts assumed are recorded as current liabilities of the Company until settled under the assignment agreement.

 

In connection with the settlement, during the six months ended June 30, 2014, the Company did not issue any shares of common stock to Tarpon. During the six months ended June 30, 2014, the Company issued to Tarpon 63,378,000 shares of common stock valued at $123,351, of which Tarpon received fees of $41,856 and $81,495 was paid to settle outstanding vendor payables.

 

In addition, pursuant to the terms of the Settlement Agreement, the Company issued to Tarpon two convertible notes aggregating $50,000, which were due in May and September 2014. The notes are currently in default. At June 30, 2015, the amounts outstanding on the notes plus accrued interest was $46,091, and were convertible into 921,830,800 shares of the Company’s common stock.

 

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 below litigation with the Costa Rican Investment Bank, 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.

 

In 2012, the Company filed an arbitration claim with the “Centro Internacional de Conciliacion y Arbitraje” or “CICA” alleging that Grupo Aldesa, S.A., its then investment bank, withheld $195,400 of investor funds from the Company in mid-2011 for its own use and benefit and contrary to the executed agreement between the companies. The case claims that Aldesa received funds from two investors and remitted 50% of those funds and keeping the balance without authorization. Additionally, the Company did notify the Federal Bureau of Investigation (FBI), as well as, the State Attorney General of both Delaware and Colorado in mid-2012. Grupo Aldesa appealed to the Sala Primera de la Corte Suprema (the Supreme Court over these types of legal matters) in October of 2012 claiming CICA did not have subject matter jurisdiction or the right to adjudicate the case. In a strongly worded opinion Sala Primera rejected Aldesa’s appeal in the Company’s favor. CICA has received the official notice from the Sala Primera regarding the opinion and has taken up the case from where we were before the appeal.

 

The CICA process has reached its final legal stage, we are awaiting the final judgment which is expected this year.

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

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation of Unaudited Condensed Financial Information

Basis of Presentation of Unaudited Condensed Financial Information

 

The unaudited condensed financial statements of the Company for the six months ended June 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2014 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2015. These financial statements should be read in conjunction with that report.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Certain significant estimates were made in connection with preparing the Company’s financial statements. This includes the assumptions used to calculate derivative liabilities, and equity instruments issued for financing and compensation. Actual results could differ from those 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 based on the Company’s assumptions and not corroborated by market data.

 

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

 

At June 30, 2015 and December 31, 2014, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value (see Note 7):

 

    Fair Value Measurements at June 30, 2015  
    Level 1     Level 2     Level 3  
Derivative liabilities   $ -     $ 3,208,813     $ -  
                         
Total   $ -     $ 3,208,813     $ -  

 

    Fair Value Measurements at December 31, 2014  
    Level 1     Level 2     Level 3  
Derivative liabilities   $ -     $ 2,439,998     $ -  
                         
Total   $ -     $ 2,439,998     $ -  

Share-Based Compensation

Share-Based Compensation

 

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

Derivative Financial Instruments

Derivative Financial Instruments

 

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

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 potentially dilutive 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 and six months ended June 30, 2015 and June 30, 2014, we reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods Common stock equivalents are as follows:

 

    June 30, 2015     December 31, 2014  
             
Convertible Debt     31,094,655,843       151,220,218  
Liability to be paid in shares     545,000,000       2,422,222  
Liability to be paid in shares (30% discount)     990,955,429       4,289,961  
Common stock equivalents     32,630,611,272       157,932,401  

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require 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 interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

 

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statements and disclosures.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future 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)
6 Months Ended
Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Liabilities Measured at Fair Value on a Recurring Basis

At June 30, 2015 and December 31, 2014, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value (see Note 7):

 

    Fair Value Measurements at June 30, 2015  
    Level 1     Level 2     Level 3  
Derivative liabilities   $ -     $ 3,208,813     $ -  
                         
Total   $ -     $ 3,208,813     $ -  

 

    Fair Value Measurements at December 31, 2014  
    Level 1     Level 2     Level 3  
Derivative liabilities   $ -     $ 2,439,998     $ -  
                         
Total   $ -     $ 2,439,998     $ -  

Schedule of Common Stock Equivalents

During the three and six months ended June 30, 2015 and June 30, 2014, we reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods Common stock equivalents are as follows:

 

    June 30, 2015     December 31, 2014  
             
Convertible Debt     31,094,655,843       151,220,218  
Liability to be paid in shares     545,000,000       2,422,222  
Liability to be paid in shares (30% discount)     990,955,429       4,289,961  
Common stock equivalents     32,630,611,272       157,932,401  

Notes Payable (Tables)

v2.4.0.8
Notes Payable (Tables)
6 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
Schedule of Notes Payable

    June 30, 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 $10,000 under a demand note bearing zero interest. The note were acquired in the merger and is in default.     10,000       10,000  
    $ 60,000     $ 60,000  

Convertible Notes Payable (Tables)

v2.4.0.8
Convertible Notes Payable (Tables)
6 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
Schedule of Convertible Debt

At June 30, 2015 and December 31, 2014, convertible notes consisted of the following:

 

    June 30, 2015     December 31, 2014  
Unsecured convertible notes payable.   $ 1,044,739     $ 1,084,319  
Debt discount     (53,276 )     (106,250 )
Notes payable, net of discount   $ 991,463     $ 978,069  

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)
1 Months Ended 0 Months Ended 24 Months Ended 0 Months Ended
Oct. 31, 2014
Feb. 04, 2013
Versant Corporation [Member]
Feb. 04, 2015
Versant Corporation [Member]
Class B Preferred Stock [Member]
Feb. 04, 2013
Versant Corporation [Member]
Class B Preferred Stock [Member]
Feb. 04, 2013
Preferred Series A Convertible Stock [Member]
Versant Corporation [Member]
Feb. 04, 2013
Class B Preferred Stock [Member]
Versant Corporation [Member]
Business acquisition, number of shares issued         1,800,000 1,400,000,000
Common stock exchange for preferred stock, shares           1,000
Business acquisition of convertible notes receivable, description           200,003 shares of Class B common stock for convertible notes in STLK and 6,666,667 shares of STLK’s common stock;
Number of share held by stock holder equity           200,003
Issuance of common shares class B   7,500,000        
Percentage of common shares granted       100.00%    
Shares held with company upon acquisition           100,120,000
Percentage of combined entity shares held by acquiring entity     98.26%      
Reverse split of shares 1-for-15 ratio.          

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 $)
Jun. 30, 2015
Dec. 31, 2014
Level 1 [Member]
   
Derivative liabilities      
Derivative liabilities, Total      
Level 2 [Member]
   
Derivative liabilities 3,208,813 2,439,998
Derivative liabilities, Total 3,208,813 2,439,998
Level 3 [Member]
   
Derivative liabilities      
Derivative liabilities, Total      

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 $)
Jun. 30, 2015
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Convertible Debt $ 31,094,655,843 $ 151,220,218
Liability to be paid in shares 545,000,000 2,422,222
Liability to be paid in shares (30% discount) 990,955,429 4,289,961
Common stock equivalents 32,630,611,272 157,932,401

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)
Jun. 30, 2015
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Liability discount percentage 30.00% 30.00%

Going Concern (Details Narrative)

v2.4.0.8
Going Concern (Details Narrative) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Going Concern        
Net loss $ (846,968) $ (1,985,553) $ (1,157,956) $ (362,856)
Net cash used in operating activities     84,272 176,927
Cash on hand $ 3,525   $ 3,525  

Notes Payable - Schedule of Notes Payable (Details)

v2.4.0.8
Notes Payable - Schedule of Notes Payable (Details) (USD $)
Jun. 30, 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 $)
Jun. 30, 2015
Dec. 31, 2014
Notes Payable One [Member]
   
Debt face amount $ 50,000 $ 50,000
Debt interest percentage 0.00% 0.00%
Notes Payable Two [Member]
   
Debt face amount $ 10,000 $ 10,000
Debt interest percentage 0.00% 0.00%

Liability Payable in Shares (Details Narrative)

v2.4.0.8
Liability Payable in Shares (Details Narrative) (USD $)
1 Months Ended 6 Months Ended
Aug. 31, 2012
Jun. 30, 2015
Liabilities Payable In Shares    
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
Payment of debt to third party by consulting agreement   15,000
Due to third party unissued amount for consulting agreement   15,000
Fees payable   $ 39,500

Convertible Notes Payable (Details Narrative)

v2.4.0.8
Convertible Notes Payable (Details Narrative) (USD $)
6 Months Ended 6 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Dec. 31, 2014
Jun. 30, 2015
Unsecured Debt One [Member]
Dec. 31, 2014
Unsecured Debt One [Member]
Jun. 30, 2014
Unsecured Debt One [Member]
Jun. 30, 2015
Unsecured Debt Two [Member]
Dec. 31, 2014
Unsecured Debt Two [Member]
Jun. 30, 2015
Unsecured Debt Three [Member]
Jun. 30, 2015
Minimum [Member]
Jun. 30, 2015
Minimum [Member]
Various Accredited Investors [Member]
Jun. 30, 2015
Maximum [Member]
Jun. 30, 2015
Various Accredited Investors [Member]
Jun. 30, 2015
Various Accredited Investors [Member]
Minimum [Member]
Jun. 30, 2015
Various Accredited Investors [Member]
Maximum [Member]
Jun. 30, 2015
Various Accredited Investors [Member]
March 2008 Through April 2015 [Member]
Convertible promissory note principal amount                         $ 1,087,073      
Debt interest minimum percentage                         8.00%      
Debt interest maximum percentage                         12.00%      
Debt maturity date                         March 2008 to September 2016.      
Debt default principal amount of notes 39,877                             921,739
Debt convertible price per share discount percentage                           10.00% 75.00%  
Debt conversion stock price per share                   $ 0.004 $ 0.004 $ 0.015     $ 0.015  
Notes payable       98,580 1,084,319 59,000                    
Debt accrued interest       2,287                        
Debt conversion number of shares converted       806,743,562                        
Debt conversion principal amount of converted note    (7,857)   1,044,739                        
Debt discount 53,276   106,250       59,000 762,644 723,063              
Accumulated amortization expense 111,974 247,036         111,974 656,394 669,787              
Debt fully amortized discounts amount written off             $ 98,580                  

Convertible Notes Payable - Schedule of Convertible Debt (Details)

v2.4.0.8
Convertible Notes Payable - Schedule of Convertible Debt (Details) (USD $)
Jun. 30, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]    
Unsecured convertible notes payable. $ 1,044,739 $ 1,084,319
Debt discount (53,276) (106,250)
Note payable, net of discount $ 991,463 $ 978,069

Related Party Transactions (Details Narrative)

v2.4.0.8
Related Party Transactions (Details Narrative) (USD $)
6 Months Ended 12 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Dec. 31, 2014
Accounts payable - related party $ 416,703   $ 385,677
Consulting services, related parties 15,000 75,000  
Proceeds from related party notes 33,695    42,751
Default debt interest, related parties 6.00%    
Repayment of related party notes 5,000    
Note payable related party 71,446   42,751
Notes default amount $ 39,877    
Minimum [Member]
     
Debt maturity duration, related parties 3 months    
Maximum [Member]
     
Debt maturity duration, related parties 1 year    

Stockholders Deficit (Details Narrative)

v2.4.0.8
Stockholders Deficit (Details Narrative) (USD $)
6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Conversion value of convertible debt    $ (7,857)
Convertible Notes Holder [Member]
   
Conversion of debt, shares issued 806,743,563  
Conversion value of convertible debt 98,580  
Accrued interest $ 2,288  
Debt instrument maturity date description March and August 2015  

Commitments and Contingencies (Details Narrative)

v2.4.0.8
Commitments and Contingencies (Details Narrative) (USD $)
0 Months Ended 6 Months Ended 6 Months Ended
Dec. 31, 2012
Jun. 30, 2015
Jun. 30, 2014
Dec. 31, 2014
Jun. 30, 2015
Tarpon Bay Partners, LLC [Member]
Jun. 30, 2014
Tarpon Bay Partners, LLC [Member]
Mar. 19, 2014
Tarpon Bay Partners, LLC [Member]
Accounts payable           $ 519,282  
Commitment fee percentage on proceeds             33.00%
Number of stock shares issued          921,830,800 63,378,000  
Number of stock shares issued amount           123,351  
Proceeds from fees received           41,856  
Paid to settle outstanding vendor payables   (5,000)        81,495  
Convertible notes   991,463   978,069 50,000    
Debt maturity date         May and September 2014    
Accrued interest         46,091    
Stock issued for conversion of note payable, Shares         921,830,800    
Investor funds $ 195,400            
Percentage of claims recived funds from two investors 50.00%