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Document and Entity Information

v2.4.0.8
Document and Entity Information
9 Months Ended
Sep. 30, 2015
Nov. 16, 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 Sep. 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 Q3  
Document Fiscal Year Focus 2015  

Condensed Consolidated Balance Sheets

v2.4.0.8
Condensed Consolidated Balance Sheets (USD $)
Sep. 30, 2015
Dec. 31, 2014
Current Assets    
Cash $ 4,961 $ 102
Deferred offering costs    84,070
Total Current Assets 4,961 84,172
Property and Equipment, net 4,112 5,755
Other Assets    
Security deposits 1,135 1,135
Total Assets 10,208 91,062
Current Liabilities:    
Accounts payable and accrued liabilities, including $702,570 and $579,120 salaries due to officers, respectively 1,254,811 1,062,173
Accrued liabilities and accounts payable - related party 425,861 385,677
Notes payable - related party 121,446 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 1,015,558 978,069
Derivative liabilities 3,236,372 2,439,998
Total Liabilities 6,247,229 5,101,849
Stockholders’ Deficit    
Common Stock, $0.001 Par Value, 2,600,000,000 Shares Authorized, 866,507,801 Shares Issued and Outstanding at September 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 (8,204,381) (6,877,278)
Total Stockholders' Deficit (6,237,021) (5,010,787)
Total Liabilities and Stockholders' Deficit 10,208 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 $)
Sep. 30, 2015
Dec. 31, 2014
Salaries due to officers $ 702,570 $ 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 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Income Statement [Abstract]        
Revenues            
Cost of revenues            
Gross profit            
Operating expenses        
Compensation 61,899 61,419 186,405 185,925
Professional fees 23,424 22,120 88,728 228,561
Selling, general and administrative 7,858 71,532 111,106 105,376
Total operating expenses 93,181 155,071 386,239 519,862
Loss from operations (93,181) (155,071) (386,239) (519,862)
Other income (expense):        
Interest expense (46,407) (263,359) (203,489) (568,087)
Loss on settlement liability    (36,337)    (78,193)
Change in fair value of derivative liabilities (29,559) 600,826 (870,433) 1,170,770
Gain on extinguisment of derivative liabilities       287,635   
Private placement costs    (304,342) (154,577) (525,766)
Other income (expense) - net (75,966) (3,211) (940,864) (1,276)
Net Loss $ (169,147) $ (158,282) $ (1,327,103) $ (521,138)
Net loss per common share - basic and diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00
Weighted average common shares outstanding - basic and diluted 866,507,801 386,302,419 483,549,766 237,058,602

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                   (1,327,103) (1,327,103)
Balance at Sep. 30, 2015 $ 1,800,000 $ 1,400,000 $ (232,000) $ (2,466,999) $ 866,508 $ 599,851 $ (8,204,381) $ (6,237,021)
Balance, shares at Sep. 30, 2015 1,800,000 1,400,000,000     866,507,801      

Condensed Consolidated Statements of Cash Flows (Unaudited)

v2.4.0.8
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Cash Flows From Operating Activities:    
Net Loss $ (1,327,103) $ (521,138)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation and amortization 1,643 1,568
Stock based compensation    66,500
Deferred offering costs 84,070   
Amortization of debt discount 136,069 349,940
Change in fair value of derivative liabilities 870,433 (1,170,770)
Private placement costs 154,577 509,902
Amortization of deferred offering costs    15,864
Financing fees    78,193
Gain on extinguishment of derivative liabilites (287,635)   
Debt converted below par    143,816
Changes in operating assets and liabilities:    
Security deposits      
Accounts payable and accrued liabilities 194,926 147,047
Accounts payable - related party 40,184 66,906
Net Cash Used in Operating Activities (132,836) (312,172)
Cash Flows From Investing Activities:    
Purchase of property and equipment    (640)
Security deposits    3,398
Net Cash Provided by Investing Activities    2,758
Cash Flows From Financing Activities:    
Proceeds from related party notes payable 83,695   
Payment of related party notes payable (5,000)   
Proceeds from convertible notes 59,000 314,000
Net Cash Provided by Financing Activities 137,695 314,000
Net increase cash 4,859 4,586
Cash at beginning of period 102 717
Cash at end of period 4,961 5,303
Supplemental disclosure of non-cash investing and financing activities:    
Conversion of convertible notes into common stock 98,580 116,860
Conversion of accrued interest on convertible note into common stock 2,288   
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    $ 164,758

Nature of Operations and Summary of Significant Accounting Policies

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies
9 Months Ended
Sep. 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 nine months ended September 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. The more significant estimates and assumptions by management include, among others, the accrual of potential liabilities, and the assumptions used in valuing derivatives and share-based instruments issued for services and financing. 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.

 

As of September 30, 2015 and December 31, 2014, the Company’s condensed consolidated balance sheets included the fair value of derivative liabilities of $3,236,372 and $2,439,998, respectively, which was based on Level 2 measurements.

 

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.

 

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.

 

At September 30, 2015 and 2014, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock as their effect would have been anti-dilutive:

 

Common stock equivalents are as follows:

 

    September 30, 2015     September 30, 2014  
             
Convertible Debt     31,546,431,115       9,292,898,942  
Liability to be paid in shares     545,000,000       872,093  
Liability to be paid in shares (30% discount)     1,003,812,571       285,715,200  
Common stock equivalents     33,095,243,686       9,579,486,235  

 

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
9 Months Ended
Sep. 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 nine month period ended September 30, 2015, the Company incurred a net loss of $1,327,103 and used cash in operations of $132,836. 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 September 30, 2015, the Company had cash on hand in the amount of $4,961. 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
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Notes Payable

Note 3 – Notes Payable

 

    September 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 and Settlement Liability

v2.4.0.8
Liabilities Payable in Shares and Settlement Liability
9 Months Ended
Sep. 30, 2015
Liabilities Payable In Shares And Settlement Liability  
Liabilities Payable in Shares

Note 4 – Liabilities payable in shares and settlement liability

 

Liabilities payable in shares

 

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 September 30, 2015, a balance of $60,000 remains outstanding and at September 30, 2015, is convertible into 1,003,812,571 shares of Common Stock.

 

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 September 30, 2015, a balance of $15,000 remains outstanding and at September 30, 2015, is convertible into 150,000,000 shares of Common Stock.

 

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 September 30, 2015 the Company has fees payable in the amount of $39,500, which at September 30, 2015 is convertible into 395,000,000 shares of Common Stock.

 

Settlement liability

 

In March 2008, the Company entered into an asset purchase agreement to purchase assets for $65,000 in STLK common stock. At December 31, 2013, the liability related to this asset purchase totaled $43,333. In 2014, the Company agreed to a settlement to pay the $43,333, and payments of $24,652 were made in 2014. At September 30, 2015 and December 31, 2014, respectively, the balance of $18,681 remains outstanding.

Derivative liabilities

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Derivative liabilities
9 Months Ended
Sep. 30, 2015
Derivative Liability [Abstract]  
Derivative liabilities

Note 6 – Derivative liabilities

 

Under authoritative guidance issued by the FASB instruments which do not have fixed settlement provisions, are deemed to be derivative instruments.  The conversion feature of the Company’s convertible notes payable (described in Note 4 above) did not have fixed settlement provisions because their conversion prices could be lowered if the Company issues securities at lower prices in the future or the ultimate determination of shares to be issued could exceed current available authorized shares.

 

In accordance with the FASB authoritative guidance, the conversion feature of the notes was separated from the host contract (i.e., the notes) and recognized as a derivative instrument.  The conversion feature of the notes had been characterized as a derivative liability and was re-measured at the end of every reporting period with the change in value reported in the statement of operations.

 

The derivative liability was valued at the following dates using a Black-Scholes-Merton model with the following assumptions:

 

   

 

 

September 30, 2015

   

January to September, 2015

(Dates of Inception)

   

 

 

December 31, 2014

 
Conversion feature:                        
Risk-free interest rate     0.33 %     .11 %     0.03 %
Expected volatility     511 %     636%-756%       290%-959 %
Expected life (in years)     0.25 -1 year       0.33-1 year       0.1-1.68 years  
Expected dividend yield     -       -       -  
                         
Fair Value:                        
Conversion feature   $ 3,236,372     $ 213,577     $ 2,439,998  

 

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company used its own stock’s volatility as the estimated volatility. The expected life of the conversion feature of the notes was based on the remaining terms of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

 

At December 31, 2014, the balance of the derivative liabilities was $2,439,998. As of September 30, 2015, the Company re-measured the derivative liabilities and determined the fair value to be $3,236,372. For the nine months ended September 30, 2015, the Company recorded a loss on the change in fair value of derivatives of $870,433. In addition, during the nine months ended September 30, 2015, convertible notes and accrued interest totaling $100,867 were converted into shares of common stock and the Company recorded a gain of $287,635 related to the extinguishment of the corresponding derivative liability.

Convertible Notes Payable

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

Note 5 – Convertible Notes Payable

 

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

 

    September 30, 2015     December 31, 2014  
Unsecured convertible notes payable.   $ 1,044,739     $ 1,084,319  
Debt discount     (29,181 )     (106,250 )
Notes payable, net of discount   $ 1,015,558     $ 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 $959,330.

 

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 nine month ended September 30, 2015, the Company issued $59,000 of new unsecured convertible notes. During the nine months ended September 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 September 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 $106,250. During the nine months ended September 30, 2015, the Company recorded debt discounts of $59,000, and recorded discount amortization of $136,069. As of September 30, 2015, debt discount was $29,181. 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
9 Months Ended
Sep. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

Note 7 – Related Party Transactions

 

(A) Accounts Payable and Accrued Liabilities – Related Party

 

Since April 8, 2010 through September 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 September 30, 2015 and December 31, 2014, accounts payable and accrued liabilities due to board members and companies owned by board members totaled $425,861 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 nine months ending September 30, 2015 and 2014 the amounts were $22,500 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 nine months ended September 30, 2015, notes were issued in the amount of $83,695 to related parties. The notes mature in 3 months to 1 year, are unsecured, and have interest rate at 6%, per annum. During the nine months ended September 30, 2015, the Company repaid $5,000 on notes to related parties. The balance of the outstanding notes at September 30, 2015 was $121,446. At September 30, 2015, the Company is in default on $61,446 of these notes.

Foreign Operations

v2.4.0.8
Foreign Operations
9 Months Ended
Sep. 30, 2015
Foreign Currency [Abstract]  
Foreign Operations

Note 8 – 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

v2.4.0.8
Stockholders Deficit
9 Months Ended
Sep. 30, 2015
Equity [Abstract]  
Stockholders Deficit

Note 9 – Stockholders Deficit

 

Common Stock –

 

For the nine months ended September 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
9 Months Ended
Sep. 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.

 

During the nine months ended September 30, 2015, the Company did not issue any shares of common stock to Tarpon in connection with the agreement. During the nine months ended September 30, 2014, the Company issued 176,088,000 shares of common stock to Tarpon valued at $245,550, of which Tarpon received fees of $80,793 and $164,757 reduced past due accounts payable, leaving a balance owed to vendors of $354,525. At September 30, 2015 and December 31, 2014, the balance due of $354,525 is included in accounts payable and accrued liabilities on the accompanying balance sheets.

 

As part of the agreement with Tarpon, the Company issued to Tarpon two convertible notes aggregating $50,000, which were due in May 2014 and September 2014. At September 30, 2015 and December 31, 2014, the notes total $41,680 and are included in the balance of convertible notes payable, net of discount on the accompanying balance sheets. The notes are currently in default. At September 30, 2015, the amounts outstanding on the notes plus accrued interest was $47,134, and were convertible into 942,670,800 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.

Subsequent Events

v2.4.0.8
Subsequent Events
9 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
Subsequent Events

Note 11 – Subsequent Events

 

On November 5, 2015 the Company signed a binding Letter of Intent with Camposagrado, Inc., the inventor of a hotel communications systems application or “App” under the trademark “F3TCH”. Under the terms of the binding Letter of Intent, STLK will license, on an exclusive basis, Camposagrado’s App to the hospitality industry worldwide. Camposagrado, Inc. is majority owned by Jose P. Quiros, the Company’s Chief Executive Officer. A definitive agreement should be reached by mid December 2015.

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

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 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 nine months ended September 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. The more significant estimates and assumptions by management include, among others, the accrual of potential liabilities, and the assumptions used in valuing derivatives and share-based instruments issued for services and financing. 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.

 

As of September 30, 2015 and December 31, 2014, the Company’s condensed consolidated balance sheets included the fair value of derivative liabilities of $3,236,372 and $2,439,998, respectively, which was based on Level 2 measurements.

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.

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.

 

At September 30, 2015 and 2014, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock as their effect would have been anti-dilutive:

 

Common stock equivalents are as follows:

 

    September 30, 2015     September 30, 2014  
             
Convertible Debt     31,546,431,115       9,292,898,942  
Liability to be paid in shares     545,000,000       872,093  
Liability to be paid in shares (30% discount)     1,003,812,571       285,715,200  
Common stock equivalents     33,095,243,686       9,579,486,235  

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)
9 Months Ended
Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Common Stock Equivalents

Common stock equivalents are as follows:

 

    September 30, 2015     September 30, 2014  
             
Convertible Debt     31,546,431,115       9,292,898,942  
Liability to be paid in shares     545,000,000       872,093  
Liability to be paid in shares (30% discount)     1,003,812,571       285,715,200  
Common stock equivalents     33,095,243,686       9,579,486,235  

Notes Payable (Tables)

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

    September 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)
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Schedule of Convertible Debt

 

    September 30, 2015     December 31, 2014  
Unsecured convertible notes payable.   $ 1,044,739     $ 1,084,319  
Debt discount     (29,181 )     (106,250 )
Notes payable, net of discount   $ 1,015,558     $ 978,069  

Derivative liabilities (Tables)

v2.4.0.8
Derivative liabilities (Tables)
9 Months Ended
Sep. 30, 2015
Derivative Liabilities Tables  
Schedule of Derivative Liability using Black-Scholes-Merton Model with Following Assumptions

The derivative liability was valued at the following dates using a Black-Scholes-Merton model with the following assumptions:

 

   

 

 

September 30, 2015

   

January to September, 2015

(Dates of Inception)

   

 

 

December 31, 2014

 
Conversion feature:                        
Risk-free interest rate     0.33 %     .11 %     0.03 %
Expected volatility     511 %     636%-756%       290%-959 %
Expected life (in years)     0.25 -1 year       0.33-1 year       0.1-1.68 years  
Expected dividend yield     -       -       -  
                         
Fair Value:                        
Conversion feature   $ 3,236,372     $ 213,577     $ 2,439,998  

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 $)
1 Months Ended 0 Months Ended 24 Months Ended 0 Months Ended
Oct. 31, 2014
Sep. 30, 2015
Dec. 31, 2014
Feb. 04, 2013
STLK's [Member]
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
Versant Corporation [Member]
Preferred Series A Convertible Stock [Member]
Feb. 04, 2013
Versant Corporation [Member]
Class B Preferred Stock [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       6,666,667 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.                
Derivative liabilities   $ 3,236,372 $ 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 $)
Sep. 30, 2015
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Convertible Debt $ 31,546,431,115 $ 9,292,898,942
Liability to be paid in shares 545,000,000 872,093
Liability to be paid in shares (30% discount) 1,003,812,571 285,715,200
Common stock equivalents 33,095,243,686 9,579,486,235

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)
Sep. 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 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Going Concern        
Net loss $ 169,147 $ 158,282 $ 1,327,103 $ 521,138
Net cash used in operating activities     132,836 312,172
Cash on hand $ 4,961   $ 4,961  

Notes Payable - Schedule of Notes Payable (Details)

v2.4.0.8
Notes Payable - Schedule of Notes Payable (Details) (USD $)
Sep. 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 $)
Sep. 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%

Liabilities Payable in Shares and Settlement Liability (Details Narrative)

v2.4.0.8
Liabilities Payable in Shares and Settlement Liability (Details Narrative) (USD $)
1 Months Ended 9 Months Ended
Aug. 31, 2012
Sep. 30, 2015
Sep. 30, 2015
Consulting Agreement [Member]
Sep. 30, 2015
Consulting Agreement [Member]
Sep. 30, 2015
Asset Purchase Agreement [Member]
Dec. 31, 2014
Asset Purchase Agreement [Member]
Sep. 30, 2014
Asset Purchase Agreement [Member]
Dec. 31, 2013
Asset Purchase Agreement [Member]
Mar. 31, 2008
Asset Purchase Agreement [Member]
Payment for consultant $ 10,000                
Compensation interest, percentage 6.00%                
Discount percentage on compensation 70.00%                
Remains outstanding shares convertible into of common stock shares   395,000,000 1,003,812,571 150,000,000          
Payment of debt to third party by consulting agreement     60,000 15,000          
Due to third party unissued amount for consulting agreement   15,000              
Fees payable   39,500              
Purchase assets price               43,333 65,000
Pay for settlement           43,333 24,652    
Settlement liability remains outstanding         $ 18,681 $ 18,681      

Convertible Notes Payable (Details Narrative)

v2.4.0.8
Convertible Notes Payable (Details Narrative) (USD $)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Debt default principal amount of notes $ 61,446    
Debt conversion principal amount of converted note    (143,816)  
Debt discount 29,181   106,250
Accumulated amortization expense 136,069 349,940  
Unsecured Debt One [Member]
     
Notes payable 98,580   1,084,319
Debt accrued interest 2,287    
Debt conversion number of shares converted 806,743,562    
Debt conversion principal amount of converted note 1,044,739    
New Unsecured Convertible Notes [Member]
     
Notes payable 59,000    
Unsecured Debt Two [Member]
     
Debt discount 59,000   106,250
Accumulated amortization expense 136,069    
Debt fully amortized discounts amount written off 29,181    
Minimum [Member]
     
Debt conversion stock price per share $ 0.004    
Minimum [Member] | Various Accredited Investors [Member]
     
Debt conversion stock price per share $ 0.004    
Maximum [Member]
     
Debt conversion stock price per share $ 0.015    
Various Accredited Investors [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.    
Various Accredited Investors [Member] | Minimum [Member]
     
Debt convertible price per share discount percentage 10.00%    
Various Accredited Investors [Member] | Maximum [Member]
     
Debt convertible price per share discount percentage 75.00%    
Debt conversion stock price per share $ 0.015    
Various Accredited Investors [Member] | March 2008 Through April 2015 [Member]
     
Debt default principal amount of notes $ 959,330    

Convertible Notes Payable - Schedule of Convertible Debt (Details)

v2.4.0.8
Convertible Notes Payable - Schedule of Convertible Debt (Details) (USD $)
Sep. 30, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]    
Unsecured convertible notes payable. $ 1,044,739 $ 1,084,319
Debt discount (29,181) (106,250)
Note payable, net of discount $ 1,015,558 $ 978,069

Derivative Liabilities (Details Narrative)

v2.4.0.8
Derivative Liabilities (Details Narrative) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Derivative Liability [Abstract]          
Derivative liabilities $ 3,236,372   $ 3,236,372   $ 2,439,998
Loss on change in fair value of derivatives 29,559 (600,826) 870,433 (1,170,770)  
Convertible notes and accrued interest were converted into shares of common stock     100,867    
Gain on extinguisment of derivative liabilities       $ 287,635     

Derivative liabilities - Schedule of Derivative Liability using Black-Scholes-Merton Model with Following Assumptions (Details)

v2.4.0.8
Derivative liabilities - Schedule of Derivative Liability using Black-Scholes-Merton Model with Following Assumptions (Details) (USD $)
9 Months Ended 12 Months Ended
Sep. 30, 2015
Dec. 31, 2014
Conversion feature Risk-free interest rate 0.33% 0.03%
Conversion feature Expected volatility 511.00%  
Conversion feature Expected dividend yield      
Fair Value Conversion feature $ 3,236,372 $ 2,439,998
January to September, 2015 [Member]
   
Conversion feature Risk-free interest rate 0.11%  
Conversion feature Expected dividend yield     
Fair Value Conversion feature $ 213,577  
Maximum [Member]
   
Conversion feature Expected volatility   95900.00%
Conversion feature Expected life (in years) 3 months 1 year 8 months 5 days
Maximum [Member] | January to September, 2015 [Member]
   
Conversion feature Expected volatility 756.00%  
Conversion feature Expected life (in years) 1 year  
Minimum [Member]
   
Conversion feature Expected volatility   290.00%
Conversion feature Expected life (in years) 1 year 1 month 6 days
Minimum [Member] | January to September, 2015 [Member]
   
Conversion feature Expected volatility 636.00%  
Conversion feature Expected life (in years) 3 months 29 days  

Related Party Transactions (Details Narrative)

v2.4.0.8
Related Party Transactions (Details Narrative) (USD $)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Accounts payable - related party $ 425,861   $ 385,677
Consulting services, related parties 22,500 75,000  
Proceeds from related party notes 83,695     
Default debt interest, related parties 6.00%    
Repayment of related party notes 5,000    
Note payable related party 121,446   42,751
Notes default amount $ 61,446    
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 $)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Conversion value of convertible debt    $ (143,816)
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 9 Months Ended 9 Months Ended
Dec. 31, 2012
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Sep. 30, 2015
Tarpon Bay Partners, LLC [Member]
Sep. 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           176,088,000  
Number of stock shares issued amount           245,550  
Proceeds from fees received           80,793  
Paid to settle outstanding vendor payables   5,000        164,757  
Convertible notes   1,015,558   978,069 50,000    
Debt maturity date         May and September 2014    
Accrued interest         47,134    
Stock issued for conversion of note payable, shares         942,670,800    
Investor funds 195,400            
Percentage of claims received funds from two investors 50.00%            
Accounts payable and accrued liabilities   354,525   354,525      
Convertible notes payable, net of discount   $ 41,680   $ 41,680