UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
Amendment No. 1
 
 
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended: September 30, 2015
 
Or
 
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the transition period from ____________ to _____________
 
Commission File Number: 000-54497
 
REVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
  
27-2571663
  
(State or other jurisdiction of incorporation organization)
  
(I.R.S. Employer Identification No.)
  
 
300 S El Camino Real, Suite 206, San Clemente, CA
  
92672
(Address of principal executive offices)
  
(Zip Code)
 
(714) 907-1241
(Registrant's telephone number including area code)
 
        Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]   No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer      o
Accelerated filer     o
Non-accelerated filer      (Do not check if a smaller reporting company)     o
Smaller reporting company      x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [  ]   No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $0.001 par value
371,887,192 shares
(Class)
(Outstanding as at November 20, 2015)
 

 
 
 

EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-Q/A (this Amendment) of Reve Technologies, Inc.  for the nine month period ended September 30, 2015 is being filed solely to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation ST.
 
This Amendment speaks as of the filing date of the original Form 10-Q (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the original Form 10-Q as filed on November 23, 2015.

REVE TECHONOLOGIES, INC.
 
TABLE OF CONTENTS
 
  
Page
   
PART I.             FINANCIAL INFORMATION
  
  
  
ITEM 1.
FINANCIAL STATEMENTS
    3
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  22
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  26
ITEM 4.
CONTROLS AND PROCEDURES
  26
  
  
PART II.            OTHER INFORMATION
  
  
  
ITEM 1.
LEGAL PROCEEDINGS
  27
ITEM 1A.
RISK FACTORS
  27
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  27
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
  29
ITEM 4.
MINE SAFETY DISCLOSURES
  29
ITEM 5.
OTHER INFORMATION
  29
ITEM 6.
EXHIBITS
  30
   
 
 
SIGNATURES
   30
 


 
2
 

ITEM 6.          EXHIBITS

Exhibits:
 
Exhibit Number
Description of Exhibit
 
31.1 and 31.2
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14
Filed herewith.
32.1 and 32.2
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Filed herewith.
101.INS
XBRL Instance Document
Filed herewith
101.SCH
XBRL Taxonomy Extension Schema Document
Filed herewith
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
Filed herewith
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith

 


SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
 
Reve Technologies, Inc.
(Registrant)
     
Dated: January 13, 2016
By:  
/s/ Dennis Alexander
 
Dennis Alexander, Chairman, Chief Executive Officer (Principal Executive Officer) and Director
   
Dated: January 13, 2016
By:
/s/ Joanne Sylvanus
 
Joanne Sylvanus, Chief Financial Officer (Principal Financial and Accounting Officer) Secretary and Director
   


 
3
 



Exhibit 31.1

OFFICER’S CERTIFICATE
PURSUANT TO SECTION 302

I, Dennis Alexander, certify that:

1.
I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Reve Technologies, Inc. for the period ended September 30, 2015;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading  with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 
d.
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
 

Date: January 13, 2016 By: /s/ Dennis Alexander
  Name: Dennis Alexander
 
Title:
Chief Executive Officer and Director (Principal Executive Officer)

 
 
 



Exhibit 31.2

OFFICER’S CERTIFICATE
PURSUANT TO SECTION 302
 
I, Joanne Sylvanus, certify that:
 
1.
I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Reve Technologies, Inc. for the period ended September 30, 2015;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
 
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 
d.
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
5.
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
 
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: January 13, 2016  By: /s/ Joanne Sylvanus
   Name: Joanne Sylvanus
 
 Title:
Chief Financial Officer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer)

 
 
 



Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with  Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Reve Technologies, Inc. (the “Company”) for the period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
 
 
1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: January 13, 2016
By:
/s/ Dennis Alexander
  
 
Name:
 Dennis Alexander  
 
Title:
 Chief Executive Officer and Director (Principal Executive Officer)  
 
 
 
 



Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Reve Technologies, Inc. (the “Company”) for the period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
 
 
1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: January 13, 2016
By:
/s/Joanne Sylvanus
  
 
Name:
 Joanne Sylvanus  
 
Title:
 Chief Financial Officer, Secretary, and Director (Principal Financial Officer and Principal Accounting Officer)  
 
 
 
 



v3.3.1.900
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2015
Nov. 20, 2015
Document and Entity Information:    
Entity Registrant Name REVE TECHNOLOGIES, INC.  
Document Type 10-Q  
Document Period End Date Sep. 30, 2015  
Trading Symbol reve  
Amendment Flag true  
Amendment Description Amendment No. 1  
Entity Central Index Key 0001495028  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   371,887,192
Entity Filer Category Smaller Reporting Company  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Well-known Seasoned Issuer No  
Document Fiscal Year Focus 2015  
Document Fiscal Period Focus Q3  


v3.3.1.900
Balance Sheets - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Current assets:    
Cash and cash equivalents $ 1,000 $ 48,928
Prepaid expenses 0 6,300
Total current assets 0 55,228
Other receivable 8,691 0
Equipment, net of accumulated depreciation of $759 and $558, respectively 1,261 1,866
TOTAL ASSETS 10,952 57,094
Current liabilities:    
Accounts payable 198,035 8,739
Line of credit 11,160 10,713
Convertible notes - related party, net of discount of $0 and $49,598 258,083 233,484
Interest payable - related party 33,682 21,609
Convertible notes - net of discount of $15,345 and $52,829 82,080 4,921
Derivative liability 116,141 91,526
Total current liabilities 699,181 370,992
Long-term Liabilities:    
Convertible notes - net of discount of $53,382 and $26,714 26,231 1,064
Derivative liability 147,592 92,643
Total long-term liabilities 173,883 93,707
TOTAL LIABILITIES $ 873,004 $ 464,699
Commitments and contingencies
Stockholders' deficit:    
Preferred stock: $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding $ 0 $ 0
Common stock: $0.001 par value; 1,000,000,000 shares authorized, 57,439,461 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively 57,440 36,998
Additional paid-in capital 595,297 358,798
Accumulated deficit (1,514,789) (803,401)
Total stockholders' deficit (862,052) (407,605)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 9,952 $ 57,094


v3.3.1.900
Balance Sheets Parentheticals - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Parentheticals    
Equipment, accumulated depreciation $ 759 $ 558
Convertible notes - related party, discount 0 49,598
Convertible notes - net of discount 15,345 52,829
Convertible notes - net of discount $ 53,382 $ 26,714
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares authorized 10,000,000 10,000,000
Common Stock, par value $ 0.001 $ 0.001
Common Stock, shares authorized 1,000,000,000 1,000,000,000
Common Stock, shares issued 57,439,461 57,439,461
Common Stock, shares outstanding 57,439,461 57,439,461


v3.3.1.900
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Revenues:        
Revenue $ 0 $ 0 $ 0 $ 0
Operating expense:        
Selling, general and administrative 3,767 7,551 39,170 17,593
Product development 0 11,025 167,766 32,432
Executive compensation 7,823 15,000 70,701 43,639
Professional fees 18,181 11,456 63,906 30,427
Total operating expense 29,771 45,032 341,543 124,091
Loss from operations (29,771) (45,032) (341,543) (124,091)
Other expense:        
Interest expense (85,133) (151) (169,064) (416)
Interest expense - related party (5,642) (19,564) (66,471) (60,543)
Change in derivative liability 60,577 0 (134,310) (51,515)
Total other expense (30,198) (19,715) (369,845) (112,474)
Net loss $ (59,969) $ (64,747) $ (711,388) $ (236,565)
Loss per Common Share $ 0.00 $ 0.00 $ (0.02) $ (0.01)
Weighted average number of common shares outstanding - basic 49,013,226 36,997,970 41,068,995 36,997,970


v3.3.1.900
Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Cash flows from operating activities    
Net loss $ (711,388) $ (236,565)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation 606 297
Accretion of debt discount 211,243 49,569
Legal fees paid in connection with convertible notes 6,750 0
Change in derivative liability 134,310 51,515
Changes in operating assets and liabilities:    
Decrease (increase) in prepaid expenses 6,300 1,225
Increase (decrease) in accounts payable 174,208 (3,019)
Increase (decrease) in interest payable 7,420 422
Increase (decrease) in interest payable - related party 16,873 10,973
Net cash used in operating activities (153,678) (125,582)
Cash flows from investing activity    
Proceeds for notes receivable - related party 0 (1,955)
Payments for notes receivable - related party 0 5
Net cash used in investing activity 0 (1,950)
Cash flows from financing activities    
Proceeds from share subscription 26,000 0
Payment on shares purchase backe (25,000) 0
Proceeds from convertible notes payable 104,750 130,895
Repayment of convertible notes payable 0 (1,870)
Net cash provided by financing activities 114,750 129,025
Increase (decrease) in cash and cash equivalents (38,928) 1,493
Cash and cash equivalents at beginning of period 48,928 120
Cash and cash equivalents at end of period 1,000 1,613
Supplemental disclosure of cash flow information:    
Interest paid in cash 0 0
Income taxes paid in cash 0 0
Supplemental disclosure of non-cash transactions:    
Convertible note issued due to settle note payable and interest payable to related party 29,800 0
Debt discount recorded for beneficial conversion feature 0 44,880
Debt discount recorded for beneficial conversion feature $ 0 $ 34,717


v3.3.1.900
ORGANIZATION AND GOING CONCERN
 9 Months Ended
Sep. 30, 2015
ORGANIZATION AND GOING CONCERN:  
ORGANIZATION AND GOING CONCERN

NOTE 1 – ORGANIZATION AND GOING CONCERN

 

Organization

 

The Company was incorporated on May 11, 2010 (Date of Inception) under the laws of the State of Nevada, as Bassline Productions, Inc. On March 21, 2014 the Company amended its articles of incorporation and changed its name to Reve Technologies, Inc. We invest in, develop and market emerging hardware, mobile and web applications.

 

Going Concern 

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet generated revenues from operations. Since inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses. As a result, the Company incurred net losses to September 30, 2015 of $1,514,789. In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.

 

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Management is planning to raise necessary additional funds for working capital through loans and additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

 


v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited financial statements of Reve Technologies, Inc. as of September 30, 2015, and for the nine months ended September 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. 

 

Accounting estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) 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. Actual results could differ significantly from those estimates.

  

Cash and Cash Equivalents

 

Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. The carrying value of these investments approximates fair value.

 

Fair Value Measurement

 

Pursuant to ASC 820, the Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:

 

Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.

 

Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.

 

Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of September 30, 2015:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

-

 

 

$

-

 

 

$

263,733

 

 

$

263,733

 

Total Liabilities

 

$

-

 

 

$

-

 

 

$

263,733

 

 

$

263,733

 

 

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the nine months ended September 30, 2015.

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Balance at beginning of year

 

$

184,169

 

 

$

-

 

Additions to derivative instruments

 

 

139,550

 

 

 

184,169

 

Reclassify to additional paid in capital due to conversion

 

 

(194,296

)

 

 

-

 

Change in fair value of derivative instruments

 

 

134,310

 

 

 

-

 

Balance at end of period

 

$

263,733

 

 

$

184,169

 

 

The following is a description of the valuation methodologies used for these items:

 

Derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.

 

Fair Value of Financial Instruments

 

The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of our notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

Net Income (Loss) Per Share

 

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

  

Following is the computation of basic and diluted net loss per share for the nine months ended September 30, 2015 and 2014:

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2015

 

 

2014

 

Basic and Diluted EPS Computation

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Loss available to common stockholders'

 

$

711,388

 

 

$

236,565

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

41,068,995

 

 

 

36,997,970

 

 

 

 

 

 

 

 

 

 

Basic and diluted EPS

 

$

0.02

 

 

$

0.00

 

 

 

 

 

 

 

 

 

 

The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:

 

Convertible promissory notes

 

 

162,446,925

 

 

 

220,488

 

 

Recent Accounting Pronouncements

 

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements.

 

 



v3.3.1.900
LINE OF CREDIT
 9 Months Ended
Sep. 30, 2015
LINE OF CREDIT:  
LINE OF CREDIT

NOTE 3 – LINE OF CREDIT

 

On June 15, 2012, the Company executed a revolving credit line with a third party for up to $50,000. The unsecured line of credit bears interest at 6% per annum with principal and interest due on June 16, 2015. On August 30, 2013, the Company agreed to settle a total amount of principal of $3,681 and accrued interest of $429 in exchange for 4,110 shares of common stock. The shares were issued in 2013 resulting in a $6,772 charge to interest expense. As of September 30, 2015, the balance due under this line of credit totaled $4,089, including $3,634 of principle and $455 of accrued interest. During the nine months ended September 30, 2015 and 2014, the Company recorded $163 and $163, respectively, of interest expense.

 

On July 30, 2012, the Company executed a revolving credit line with a third party for up to $50,000. The unsecured line of credit bears interest at 6% per annum with principal and interest due on August 1, 2015. On August 30, 2013, the Company agreed to settle a total amount of principal of $7,428 and accrued interest of $831 in exchange for 8,259 shares of common stock. The shares were issued in 2013 resulting in a $3,370 charge to interest expense. As of September 30, 2015, the balance due under this line of credit totaled $7,071, including $6,322 of principle and $749 of accrued interest. During the nine months ended September 30, 2015 and 2014, the Company recorded $284 and $258, respectively, of interest expense.

  


v3.3.1.900
CONVERTIBLE NOTES PAYABLE
 9 Months Ended
Sep. 30, 2015
CONVERTIBLE NOTES PAYABLE  
CONVERTIBLE NOTES PAYABLE

NOTE 4 – CONVERTIBLE NOTES PAYABLE

 

As of September 30, 2015, the Company had outstanding the following convertible promissory notes (the "Note(s)"):

 

Date of:

 

Conversion

 

 

 

 

 

 

Accrued

 

 

Total

 

Issuance

Maturity

 

Price

 

Status

 

Principle

 

 

Interest

 

 

Outstanding

 

03/31/13

08/31/13

 

$

1.00

 

extended to 09/30/2015

 

$

8,540

 

 

$

1,827

 

 

$

10,367

 

04/25/13

08/31/13

 

$

1.00

 

Assigned on 09/18/2015

 

 

-

 

 

 

-

 

 

 

-

 

05/21/13

08/31/13

 

$

1.00

 

extended to 09/30/2015

 

 

25,000

 

 

 

4,718

 

 

 

29,718

 

07/31/13

01/31/14

 

$

1.00

 

extended to 09/30/2015

 

 

25,500

 

 

 

4,550

 

 

 

30,050

 

08/31/13

02/28/14

 

$

1.00

 

extended to 09/30/2015

 

 

14,195

 

 

 

2,457

 

 

 

16,652

 

09/30/13

03/31/14

 

$

1.00

 

extended to 09/30/2015

 

 

7,545

 

 

 

1,242

 

 

 

8,787

 

10/31/13

04/30/14

 

$

1.00

 

extended to 09/30/2015

 

 

6,250

 

 

 

971

 

 

 

7,221

 

11/30/13

05/30/14

 

$

1.00

 

extended to 09/30/2015

 

 

4,309

 

 

 

655

 

 

 

4,964

 

12/31/13

06/30/14

 

$

1.00

 

extended to 09/30/2015

 

 

8,509

 

 

 

1,232

 

 

 

9,741

 

01/31/14

07/31/14

 

$

1.00

 

extended to 09/30/2015

 

 

11,810

 

 

 

1,623

 

 

 

13,433

 

02/28/14

08/31/14

 

$

1.00

 

extended to 09/30/2015

 

 

11,479

 

 

 

1,476

 

 

 

12,956

 

03/31/14

09/30/14

 

$

1.00

 

extended to 09/30/2015

 

 

11,879

 

 

 

1,464

 

 

 

13,343

 

06/30/14

31/12/2014

 

$

1.00

 

extended to 09/30/2015

 

 

51,978

 

 

 

5,481

 

 

 

57,459

 

09/30/14

31/03/2015

 

$

1.00

 

extended to 09/30/2015

 

 

42,979

 

 

 

3,876

 

 

 

46,855

 

12/31/14

30/06/2015

 

$

0.25

 

extended to 09/30/2015

 

 

28,109

 

 

 

2,110

 

 

 

30,219

 

Debt discount - unamortized portion

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

$

258,083

 

 

$

33,682

 

 

$

2917,65

 

Number of shares issuable upon exercise of the above debt as of 09/30/15

 

 

 

 

 

 

 

 

 

 

382,423

 

Number of shares issuable upon exercise of the above debt as of 09/30/14

 

 

 

 

 

 

 

 

 

 

271,004

 

 

On September 18, 2015, the note issued to Amalfi on April 25, 2013 was assigned by the Company to Rockwell Capital Partners LLC. The current principal balance due on the loan in the amount of $25,000 together with interest accrued in the amount of $4,800 from Amalfi was settled in full.

 

The Notes in the table above are all issued to Amalfi Coast Capital, Inc. (“Amalfi”) a private corporation owning in excess of 5% of the Company’s issued and outstanding shares of common stock. Each Note has identical terms, including a maturity date three to six months from the date of issuance, eight percent (8%) per annum interest rate, no requirement for any payments prior to maturity, and the right to convert the outstanding principle and interest into fully paid and non-assessable shares of the Company's common stock at a fixed conversion price of $0.25 - $1.00 per share. The conversion privilege provides for net share settlement only. Pursuant to ASC 470-20-25-5, the Company determined that due to the market price of the Company's common stock being greater than the conversion price contained in each Note on the commitment date, each Note contained a beneficial conversion feature (“BCF”) with an intrinsic value in excess of the face amount of each Note. The resulting discount to the Notes is recorded to interest expense and amortized over the original maturity term. The Company communicates regularly with the holder who has not expressed a desire to force collection at this time.

 

During the year ended December 31, 2014, the Company issued $158,235 of Notes to Amalfi. As a condition to Amalfi’s entry into the September 30, 2014 Note (the “September Note”) of $42,979, the Company issued Amalfi a stock purchase warrant to purchase up to 200,000 shares of common stock (the “Series A Warrant”) at an exercise price of $0.01 for a period on five (5) years, subject to adjustment as provided therein. The Company first allocated between the September Note and Series A Warrant based upon their relative fair values. The estimated fair value of the Series A Warrant issued with the September Note was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.12 per share; estimated volatility – 59.5%; risk free interest rate – 1.78%; expected dividend rate - 0% and expected life - 5.0 years. This resulted in allocating $34,717 to the Series A Warrant and $8,262 to the September Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the September Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $39,874. As this amount resulted in a total debt discount that exceeded the September Note proceeds, the amount recorded for the beneficial conversion feature was limited to $8,262. The resulting $42,979 discount to the September Note is being accreted over the six month term of the September Note using the effective interest method.

 

Interest expenses:

 

 

 

For the three months

ended September 30,

 

 

For the nine months

ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

-

 

 

$

14,861

 

 

$

49,598

 

 

$

49,569

 

Interest at contractual rate

 

 

5,642

 

 

 

4,703

 

 

 

16,872

 

 

 

10,974

 

Totals

 

$

5,642

 

 

$

19,564

 

 

$

66,470

 

 

$

60,543

 

 

 



v3.3.1.900
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES
 9 Months Ended
Sep. 30, 2015
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES  
CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES

NOTE 5 – CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES

 

JMJ Financial

 

On December 3, 2014 (the "Effective Date"), the Company received $25,000 and sold to JMJ Financial, a Nevada sole proprietorship (the "JMJ"), a $250,000 Convertible Promissory Note (the "JMJ Note"). Under the JMJ Note, JMJ will advance various amounts up to $225,000 in gross proceeds after taking into consideration an original issue discount ("OID") of $25,000. Each advance carries the following terms: (i) matures two years from the date of advance (the “Maturity Date”) (ii) no interest for the first 90 days; (iii) may be repaid within 90 days after which the Company may not make further payments prior to the Maturity Date; (iv) includes a 10% OID; and (v) if the Company does not repay each advance on or before 90 days, a one-time interest charge of 12% shall be applied to the principle sum. JMJ may convert at their discretion any or all of the outstanding principle and interest at any time from the date of each advance into shares of common stock at a conversion price equal to the lesser of $0.51 or 60% of the lowest trade price in the 25 trading days previous to the conversion. Unless otherwise agreed in writing by both parties, at no time will JMJ convert any amount of the Note into common stock that would result in JMJ owning more than 4.99% of the common stock outstanding. The JMJ Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The JMJ Note also provides for penalties and rescission rights if the Company does not deliver shares of its common stock upon conversion within the required timeframes.

 

The Company recorded a $2,778 discount to the JMJ Note related to the OID which is being accreted over the two year term of the Note.

 

On April 28, 2015, the Company received a second $25,000 under the JMJ Note. The Company recorded a $2,778 discount to the JMJ Note related to the OID which is being accreted over the two year term of the Note.

 

On July 8, 2015, the company received a conversion notice from JMJ Financial to convert $5,100 in principal into 170,000 shares at $0.03 per share.

 

On August 5, 2015, the company received a conversion notice from JMJ Financial to convert $5,250 in principal into 500,000 shares at $0.0105 per share.

 

We have evaluated the terms and conditions of the JMJ Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense.

 

The initial fair value of the derivative liability was $57,746 and determined using the Black Scholes option pricing model with a quoted market price of $0.35, a conversion price of $0.12, expected volatility of 79%, no expected dividends, an expected term of two years and a risk-free interest rate of 0.57% resulting in a fair value per share of $0.2495 multiplied by the 231,483 shares that would be issued if the JMJ Note was exercised on the Effective Date. As a result, $25,000 was recorded as a debt discount, $35,186 as other expense and $57,746 as a derivative liability.

 

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015 and December 31, 2014:

 

 

 

 

September 30,

 

 

December 31,

 

Derivative liability rollforward

 

2015

 

 

2014

 

Beginning balance

 

$

92,643

 

 

$

-

 

Debt discount

 

 

25,000

 

 

 

25,000

 

Day one loss on fair value

 

 

42,489

 

 

 

32,746

 

Loss (gain) on change in fair value

 

 

(54,493

)

 

 

34,897

 

Reclassify to additional paid in capital due to conversion

 

 

(25,030

 

 

 

-

 

Balance at end of period

 

$

80,609

 

 

$

92,643

 

 

Interest expenses:

 

 

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

12,428

 

 

$

-

 

 

$

21,700

 

 

$

-

 

Interest at contractual rate

 

 

3,333

 

 

 

-

 

 

 

6,666

 

 

 

-

 

Totals

 

$

15,761

 

 

$

-

 

 

$

28,366

 

 

$

-

 

 

LG Capital

 

On December 15, 2014 (the "Closing Date"), the Company issued a $57,750 convertible promissory note (the "LG Note") to LG Capital Funding, LLC, a New York limited liability company (the "Lender"), pursuant to the terms of a Securities Purchase Agreement of the same date. The LG Note provides up to an aggregate of $50,000 in gross proceeds after taking into consideration and OID of $5,250 and $2,500 in legal fees. The LG Note matures on December 15, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after December 15, 2014, beginning on June 13, 2015 at a conversion price equal to 62% of the lowest trading price as quoted on a national exchange for the twenty prior trading days including the date on which the Notice of Conversion is received by Reve. In no event shall Lender effect a conversion if such conversion results in Lender beneficially owning in excess of 9.9% of the outstanding common stock of the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. The LG Note may be prepaid with the following penalties: (i) if the LG Note is prepaid within 30 days of the issuance date, then 115% of the face amount plus any accrued interest; (ii) if the LG Note is prepaid within 31 - 60 days of the issuance date, then 121% of the face amount plus any accrued interest; (iii) if the LG Note is prepaid within 61 - 90 days of the issuance date, then 127% of the face amount plus any accrued interest; (iv) if the LG Note is prepaid within 91 - 120 days of the issuance date, then 133% of the face amount plus any accrued interest; (v) if the LG Note is prepaid within 121 - 150 days of the issuance date, then 139% of the face amount plus any accrued interest; (vi) if the LG Note is prepaid within 151 - 180 days of the issuance date, then 145% of the face amount plus any accrued interest. The LG Note may not be prepaid after the 180th day.

 

The Company recorded a $5,250 discount to the LG Note related to the OID which is being accreted over the one year term of the LG Note.

 

On June 16, 2015, the company received a conversion notice from LG Capital to convert $7,750 in principal and $309 of accrued interest from the note above into 427,586 shares at $0.018848 per share.

 

On August 17, 2015, the company received a conversion notice from LG Capital to convert $5,000 in principal and $267 of accrued interest from the note above into 1,213,686 shares at $0.00434 per share.

 

We have evaluated the terms and conditions of the LG Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments.

 

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015 and December 31, 2014:

 

 

 

September 30,

 

 

December 31,

 

Derivative liability rollforward

 

2015

 

 

2014

 

Beginning balance

 

$

91,526

 

 

$

-

 

Debt discount

 

 

-

 

 

 

50,000

 

Day one loss on fair value

 

 

-

 

 

 

34,748

 

Loss (gain) on change in fair value

 

 

(5,611

)

 

 

6,778

 

Reclassify to additional paid in capital due to conversion

 

 

(48,058

)

 

 

-

 

Balance at end of period

 

$

37,857

 

 

$

91,526

 

 

Interest expenses:

 

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

13,163

 

 

$

-

 

 

$

43,972

 

 

$

-

 

Interest at contractual rate

 

 

960

 

 

 

-

 

 

 

3,275

 

 

 

-

 

Totals

 

$

14,123

 

 

$

-

 

 

$

47,247

 

 

$

-

 

 

Adar Bays, LLC

 

On December 17, 2014, the Company closed a Securities Purchase Agreement with Adar Bays, LLC (“Adar Bays”) providing for the purchase of a Convertible Redeemable Note (the “Adar Note”) in the aggregate principal amount of $35,000. The Adar Note was funded on January 21, 2015 with the Company receiving $29,750 of net proceeds after an original issue discount of 10% and $1,750 in legal fees. The Adar Note matures on December 17, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after December 17, 2014, beginning on June 15, 2015 at a conversion price equal to 62% of the lowest trading price as quoted on a national exchange for the twenty prior trading days including the date on which the Notice of Conversion is received by the Company. In no event shall Adar Bays effect a conversion if such conversion results in Adar Bays beneficially owning in excess of 9.9% of the outstanding common stock of the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of Adar Bays pursuant to the conversion terms above. The Adar Note may be prepaid with the following penalties: (i) if the Adar Note is prepaid within 30 days of the issuance date, then 115% of the face amount plus any accrued interest; (ii) if the Adar Note is prepaid within 31 - 60 days of the issuance date, then 121% of the face amount plus any accrued interest; (iii) if the Adar Note is prepaid within 61 - 90 days of the issuance date, then 127% of the face amount plus any accrued interest; (iv) if the Adar Note is prepaid within 91 - 120 days of the issuance date, then 133% of the face amount plus any accrued interest; (v) if the Adar Note is prepaid within 121 - 150 days of the issuance date, then 139% of the face amount plus any accrued interest; (ii) if the Adar Note is prepaid within 151 - 180 days of the issuance date, then 145% of the face amount plus any accrued interest. The Adar Note may not be prepaid after the 180th day. The Adar Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rate under the Adar Note in the event of such defaults. 

 

On July 22, 2015 and September 8, 2015, the company received conversion notices from Adar Bays LLC to convert $5,000 in principal into 160,968 shares at $0.031062 per share and to convert $4,500 in principal into 2,460,361 shares at $0.001829 per share, respectively.

  

We have evaluated the terms and conditions of the Adar Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense.

 

The initial fair value of the derivative liability was $75,278 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.1307, expected volatility of 100%, no expected dividends, an expected term of one year and a risk-free interest rate of 0.12% resulting in a fair value per share of $0.2811 multiplied by the 267,797 shares that would be issued if the Adar Note was exercised on the issuance date. As a result, $29,750 was recorded as a debt discount, $45,528 as other expense and $75,278 as a derivative liability.

 

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015:

 

 

 

September 30,

 

Derivative liability rollforward

 

2015

 

Beginning balance

 

$

-

 

Debt discount

 

 

29,750

 

Day one loss on fair value

 

 

45,528

 

Loss (gain) on change in fair value

 

 

(36,804

)

Reclassify to additional paid in capital due to conversion

 

 

(16,890

)

Balance at end of period

 

$

21,584

 

 

Interest expenses:

  

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

8,997

 

 

$

-

 

 

$

26,761

 

 

$

-

 

Interest at contractual rate

 

 

583

 

 

 

-

 

 

 

1,811

 

 

 

-

 

Totals

 

$

9,580

 

 

$

-

 

 

$

28,572

 

 

$

-

 

 

Typenex Co-Investment, LLC

 

On January 16, 2015, the Company entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC ("Typenex"), for the sale of a 10% convertible note in the principal amount of $225,000 (which includes Typenex legal expenses in the amount of $5,000 and a $20,000 original issue discount) (the “Typenex Note”) for $200,000, consisting of $60,000 paid in cash at closing and three secured promissory notes, aggregating $165,000, bearing interest at the rate of 8% per annum, each note maturing in fifteen months from January 16, 2015 (the “Investor Notes”). The Investor Notes may be prepaid, without penalty, all or portion of the outstanding balance along with accrued but unpaid interest at any time prior to maturity. We have no obligation to pay Typenex any amounts on the unfunded portion of the Typenex Note.

 

The Typenex Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on April 16, 2016. The Typenex Note is convertible into common stock, at Typenex’s option, at the lesser of (i) $0.60, and (ii) 70% (the “Conversion Factor”) of the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.30, then in such event the then-current Conversion Factor shall be reduced to 65% for all future Conversions, subject to other reductions set forth in the Typenex Note. In the event the Company elects to prepay all or any portion of the Typenex Note, the Company is required to pay to Typenex an amount in cash equal to 125% multiplied by the sum of all principal, interest and any other amounts owing. The Typenex Note is secured by all of the assets of the Company and includes customary event of default provisions.

 

Typenex has agreed to restrict its ability to convert the Typenex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Typenex Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Typenex Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes.

 

Additionally, the Company granted Typenex four warrants, corresponding to the delivery of four tranches of cash funds, to purchase shares of the Company’s common stock, $0.001 par value. The first warrant will entitle the holder to purchase a number of shares equal to $30,000 (the “Typenex Warrant”) divided by the closing price on the date the warrants are issued, as such number may be adjusted from time to time pursuant to the terms of the Note, and the remaining warrants will entitle the holder to purchase a number of shares equal to $27,500 divided by the closing price on the date the warrants are issued, as adjusted. The warrants are exercisable for five years at $0.60 per share subject to certain anti-dilution provisions set forth in the warrants, a copy of which is attached as an exhibit hereto. Each warrant is not exercisable until each corresponding tranche is funded.

 

We have evaluated the terms and conditions of the Typenex Note and Typenex Warrant. Because the economic characteristics and risks of the equitylinked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments.

 

The Company first allocated Typenex Note principal between the Typenex Note and Typenex Warrant based upon their relative fair values. The initial fair value of the derivative liability related to the Typenex Warrant was $50,749 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.2357, expected volatility of 267%, no expected dividends, an expected term of 5 years and a risk-free interest rate of 1.29% resulting in a fair value per share of $0.3987 multiplied by the 127,298 shares that would be issued if the Typenex Warrant was exercised on the issuance date.

 

On July 16, 2015, the company received a conversion notice from Typenex Co-Investment, LLC to convert $25,593 installment amount from the note above (ref Note 5: Typenex Co-Investment, LLC) into 1,066,390 shares at $0.024 per share.

 

The initial fair value of the derivative liability related to the Typenex Note was $58,472 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.2357, expected volatility of 100%, no expected dividends, an expected term of 1.25 years and a risk-free interest rate of 0.11% resulting in a fair value per share of $0.2297 multiplied by the 254,597 shares that would be issued if the Typenex Note was exercised on the issuance date.

 

Since the value of the Typenex Note and Warrant derivative liabilities resulted in a total debt discount that exceeds the Typenex Note face amount, the amount recorded as a derivative liability was limited to the Typenex Note proceeds and debt discount totaling $55,000.

 

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015:

 

Derivative liability rollforward

 

September 30, 2015

 

Beginning balance

 

$

-

 

Debt discount

 

 

55,000

 

Loss (gain) on change in fair value - Typenex Note

 

 

91,404

 

Loss (gain) on change in fair value - Warrant

 

 

18,138

 

Reclassify to additional paid in capital due to conversion

 

 

(97,559

)

Balance at end of period

 

$

66,983

 

 

Interest expenses:

 

 

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

17,699

 

 

$

-

 

 

$

39,410

 

 

$

-

 

Interest at contractual rate

 

 

1,064

 

 

 

-

 

 

 

3,838

 

 

 

-

 

Totals

 

$

18,763

 

 

$

-

 

 

$

43,248

 

 

$

-

 

 

Additionally, the Company recognized other asset of $3,168 and $8,691 of interest receivable related to the aforementioned notes during the three and nine month ended September 30, 2015, respectively.

 

 

Rockwell Capital Parnters LLC

 

On September 18, 2014 (the "Effective Date"), the Company issued Rockwell Capital Partners LLC (“RCP”) a 8% convertible promissory note in the principal amount of $29,800 due on demand (the “RCP Notes”). The RCP Note is convertible at RCP’s option into common stock of the Company at a conversion price equal to 50% of the lowest bid price in 15 days immediately preceding the date of conversion.

 

We have evaluated the terms and conditions of the RCP Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense.

 

The initial fair value of the derivative liability was $77,739 and determined with a quoted market price of $0.003 multiplied by the 25,913,043 shares that would be issued if the RCP Note was exercised on the issuance date, a conversion price of $0.0012. As a result, $29,800 was recorded as a debt discount, $47,939 as other expense and $77,739 as a derivative liability.

 

On September 24, 2015, the company received a conversion notice from RCP to convert $2,875 in principal from the note into 2,500,000 shares at $0.00115 per share.

 

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015:

 

 

 

September 30,

 

Derivative liability rollforward

 

2015

 

Beginning balance

 

$

-

 

Debt discount

 

 

29,800

 

Day one loss on fair value

 

 

47,939

 

Loss (gain) on change in fair value

 

 

(14,281

)

Reclassify to additional paid in capital due to conversion

 

 

(6,759

)

Balance at end of period

 

$

36,699

 

 

Interest expenses:

  

 

For the three month ended September 30,

 

 

For the nine month ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

29,800

 

 

$

-

 

 

$

29,800

 

 

$

-

 

Interest at contractual rate

 

 

75

 

 

 

-

 

 

 

75

 

 

 

-

 

Totals

 

$

29,875

 

 

$

-

 

 

$

29,875

 

 

$

-

 

 


v3.3.1.900
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2015
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Mr. Stehrenberger

 

On May 6, 2015 the Company entered into an employment agreement with Mr. Stehrenberger, our CEO, CFO, and Director (the “Employment Agreement”). The initial term of the Employment Agreement shall be a period of two years commencing May 6, 2015 and ending May 6, 2017. Mr. Stehrenberger will receive a monthly salary of $7,000 subject to applicable tax withholding. Compensation is payable monthly on the last day of each calendar month during the term of the Employment Agreement.  Before the Employment Agreement, Mr. Stehrenberger received regular compensation payments.

 

On July 17, 2015, the Company entered into a material definitive agreement with Mr. Stehrenberger wherein Mr. Stehrenberger sold his controlling interest in Reve Technologies, Inc. back to the Company for the total price of $50,000.  Upon closing, Mr. Stehrenberger delivered to Company Counsel, for cancellation, 20,115,000 shares of the Company’s common stock owned by his family partnership.  As at September 30, 2015, a total of $25,000 has been paid to Mr. Stehrenberger in respect of the cancelation of 10,057,500 shares. Pursuant to the Agreement, Mr. Stehrenberger resigned as President, CEO, Treasure, Secretary and Director

 

During the period ended September 30, 2015 and 2014, the Company recorded executive compensation of $70,700 and $43,500 to Mr. Stehrenberger.

 

During the nine months ended September 30, 2015, the Company paid Mr. Stehrenberger in full.

 

Mr. David Forster

 

On July 17, the Company appointed Mr. David Forster as President, CEO, CFO, Treasurer, Secretary and Sole Director.

 

On July 20, 2015, Mr. Forster purchased twenty two million (22,000,000) shares of the Company, resulting in the beneficial ownership of the majority of the issued and outstanding shares of the Company.  These shares were returned to the Company for cancelation subsequent to September 30, 2015 (ref: Note 8 – Subsequent Events).

 

On July 20, 2015, the Company entered into an Agreement of Assignment with Mr. David Forster, wherein the related party assigned all rights, interest, and title to technology owned by that party in exchange for 1,000,000 Series B Voting Preferred Stock. On July 20, 2015, after review and recommendation from the Board, the Company approved and authorized the acceptance of the Assignment and the issuance of the Series B Voting Preferred Shares.

These shares were canceled and returned to the Company subsequent to September 30, 2015. (ref: Note 8 – Subsequent Events).

 


v3.3.1.900
STOCKHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2015
STOCKHOLDERS' EQUITY  
STOCKHOLDERS' EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

 

On August 7, 2015 the Company filed a certificate of amendment with the State of Nevada to increase the Company’s authorized common stock to one billion (1,000,000,000); par value $0.001.

 

The Company is authorized to issue 1,000,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. The Company has not authorized terms and rights of preferred shares as of September 30, 2015, save a class of Series B Voting Preferred shares as discussed below.

 

On July 20, 2015, the Board of Directors approved and authorized the creation of 1,000,000 shares of Series B Voting Preferred Stock.  Each share of Series B Voting Preferred Stock is equal to and counted as 1,000 times the vote of all of the shares of the Corporation (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.

 

Common stock

 

On June 16, 2015, the company received a conversion notice from LG Capital to convert $7,750 in principal and $309 of accrued interest from the note above into 427,586 shares at $0.018848 per share.

 

On July 8, 2015, the company received a conversion notice from JMJ Financial to convert $5,100 in principal from the notes above into 170,000 shares at $0.03 per share.

 

On July 16, 2015, the company received a conversion notice from Typenex Co-Investment, LLC to convert $25,593 installment amount from the note above into 1,066,390 shares at $0.024 per share.

 

On July 20, 2015, Mr. Forster purchased twenty two million (22,000,000) shares of the Company, resulting in the beneficial ownership of the majority of the issued and outstanding shares of the Company.

 

On July 22, 2015, the company received a conversion notice from Adar Bays LLC to convert $5,000 in principal from the note above into 160,968 shares at $0.031062 per share.

 

On July 23, 2015 the Company paid $25,000 to Mr. Stehrenberger in respect of the cancelation of 10,057,500 shares.

 

On August 5, 2015, the company received a conversion notice from JMJ Financial to convert $5,250 in principal from the note above into 500,000 shares at $0.0105 per share.

 

On August 17, 2015, the company received a conversion notice from LG Capital to convert $5,000 in principal and $267 of accrued interest from the note above into 1,213,686 shares at $0.00434 per share.

 

On September 8, 2015, the company received conversion notices from Adar Bays LLC to convert $4,500 in principal into 2,460,361 shares at $0.001829 per share.

 

On September 24, 2015, the company received a conversion notice from RCP to convert $2,875 in principal from the above note into 2,500,000 shares at $0.00115 per share.

 

 



v3.3.1.900
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2015
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

 

Assignment and Assumption Agreements

 

On October 1, 2015 the May 23, 2013 note (ref Note 4 – convertible notes payable – related party) was assigned by the Company to a third party in exchange for convertible notes in the amount $29,480, which of $25,000 was principal $4,800 was accrued interest.

 

On October 23, 2015 the October 31, 2013 note and December 31, 2014 notes were assigned by the Company to a third party in exchange for convertible notes with principal and accrued interest totaling $34,359.

 

Conversion of convertible debt into common stock

 

During October and November 2015, the Company’s lenders converted $135,748 of principal and accrued interest into 242,490,781 shares of common stock of the Company at various conversion rates per share.

 

During November 2015 the Company is in various stages/processes initially to raise short term capital with up to six months repayment terms and may in some cases include highly dilutive convertible type debenture financing.

 

Changes in management and compensation

 

On October 31, 2015, David Forster tendered his resignation with the Company, as the sole officer and the sole member of our Board of Directors, in order to pursue full time opportunities elsewhere.  His resignation is effective November 1, 2015.

 

The Series B Voting Preferred Shares Mr. Forster was issued were returned to the Company and cancelled.  Additionally, Mr. Forster returned twenty million shares of the Company’s Common Stock, of which he was the beneficial owner, to the Company in exchange for a Convertible Promissory Note in the amount of One Hundred Twenty Thousand Dollars ($120,000).

 

Effective November 1, 2015, Mr. Dennis Alexander shall serve as Chairman, Chief Executive Officer and Director, and Ms. Joanne Sylvanus as Chief Financial Officer, Secretary and Director.  Mr. Alexander will be issued 500,000 shares of the Series B Voting Preferred Shares and concurrently the Company will issue 500,000 shares of Series B Voting Preferred Shares to Joanne Sylvanus, representing 100% of the issued and outstanding shares of the Company’s Series B Voting Preferred Stock. The consideration for the 1,000,000 shares of Series B Voting Preferred Stock was the acceptance to officer and director positions in the Company and for services to be rendered as such.

 

Each share of Series B Voting Preferred Stock is equal to and counted as 1,000 times the vote of all of the shares of the Corporation (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.

 

In addition, Mr. Alexander will be issued 10,000,000 shares of the Company’s Common Stock, and will receive a salary of Five Thousand Dollars ($5,000) per month and Ms. Slyvanus, Three Thousand Dollars ($3,000) per month.  Mr. Alexander will also be issued a Convertible Promissory Note in the amount of One Hundred Thousand Dollars ($100,000).

 

Effective November 1, 2015, Mr. Bobby Cohen will serve as Chief Capital Purchase Architect for a newly created Capital Purchase Division, and Mr. Timothy Honeycutt will serve as Manager of Business Development of the Capital Purchase Division.  Mr. Cohen will receive 50% of the profit for each contract sale for the new Capital Purchase Division.  Further, Mr. Honeycutt will receive Three Thousand Dollars ($3,000) per month as well as a Convertible Promissory Note in the amount of Seventy Five Thousand Dollars ($75,000).

 

On November 1, 2015, 10,000,000 shares of the Company’s Common Stock were issued to Mr. Timothy Honeycutt, in exchange for his acceptance as Manager of Business Development for the newly created Capital Purchase Division.

 

 



v3.3.1.900
Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2015
Accounting Policies:  
Basis of presentation

Basis of presentation

 

The unaudited financial statements of Reve Technologies, Inc. as of September 30, 2015, and for the nine months ended September 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. 

 
Accounting estimates

Accounting estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) 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. Actual results could differ significantly from those estimates.

  
Cash and Cash Equivalents, Policy

Cash and Cash Equivalents

 

Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. The carrying value of these investments approximates fair value.

 
Fair Value Measurement

Fair Value Measurement

 

Pursuant to ASC 820, the Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:

 

Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.

 

Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.

 

Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of September 30, 2015:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

-

 

 

$

-

 

 

$

263,733

 

 

$

263,733

 

Total Liabilities

 

$

-

 

 

$

-

 

 

$

263,733

 

 

$

263,733

 

 

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the nine months ended September 30, 2015.

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Balance at beginning of year

 

$

184,169

 

 

$

-

 

Additions to derivative instruments

 

 

139,550

 

 

 

184,169

 

Reclassify to additional paid in capital due to conversion

 

 

(194,296

)

 

 

-

 

Change in fair value of derivative instruments

 

 

134,310

 

 

 

-

 

Balance at end of period

 

$

263,733

 

 

$

184,169

 

 

The following is a description of the valuation methodologies used for these items:

 

Derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.

 
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of our notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 
Net Income (Loss) Per Share

Net Income (Loss) Per Share

 

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

  

Following is the computation of basic and diluted net loss per share for the nine months ended September 30, 2015 and 2014:

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2015

 

 

2014

 

Basic and Diluted EPS Computation

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Loss available to common stockholders'

 

$

711,388

 

 

$

236,565

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

41,068,995

 

 

 

36,997,970

 

 

 

 

 

 

 

 

 

 

Basic and diluted EPS

 

$

0.02

 

 

$

0.00

 

 

 

 

 

 

 

 

 

 

The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:

 

Convertible promissory notes

 

 

162,446,925

 

 

 

220,488

 

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements.

 

 



v3.3.1.900
Schedule of Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2015
Schedule of Fair Value Measurements  
Schedule of Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis

In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of September 30, 2015:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

-

 

 

$

-

 

 

$

263,733

 

 

$

263,733

 

Total Liabilities

 

$

-

 

 

$

-

 

 

$

263,733

 

 

$

263,733

 

Schedule of Summary of changes in the fair value of the Company's Level 3 financial liabilities (derivative liabilities)

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the nine months ended September 30, 2015.

 

 

 

September 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

Balance at beginning of year

 

$

184,169

 

 

$

-

 

Additions to derivative instruments

 

 

139,550

 

 

 

184,169

 

Reclassify to additional paid in capital due to conversion

 

 

(194,296

)

 

 

-

 

Change in fair value of derivative instruments

 

 

134,310

 

 

 

-

 

Balance at end of period

 

$

263,733

 

 

$

184,169

 



v3.3.1.900
Schedule of Earnings Per Share (Tables)
 9 Months Ended
Sep. 30, 2015
Schedule of Earnings Per Share:  
Schedule of Computation of basic and diluted net loss per share

Following is the computation of basic and diluted net loss per share for the nine months ended September 30, 2015 and 2014:

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2015

 

 

2014

 

Basic and Diluted EPS Computation

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Loss available to common stockholders'

 

$

711,388

 

 

$

236,565

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

41,068,995

 

 

 

36,997,970

 

 

 

 

 

 

 

 

 

 

Basic and diluted EPS

 

$

0.02

 

 

$

0.00

 

Schedule of Weighted average shares not included in the computation of diluted losses

The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:

 

Convertible promissory notes

 

 

162,446,925

 

 

 

220,488

 

 


v3.3.1.900
Schedule of Convertible Notes Payable (Tables)
 9 Months Ended
Sep. 30, 2015
Schedule of Convertible Notes Payable:  
Schedule of Outstanding Convertible Promissory Notes

As of September 30, 2015, the Company had outstanding the following convertible promissory notes (the "Note(s)"):

 

Date of:

 

Conversion

 

 

 

 

 

 

Accrued

 

 

Total

 

Issuance

Maturity

 

Price

 

Status

 

Principle

 

 

Interest

 

 

Outstanding

 

03/31/13

08/31/13

 

$

1.00

 

extended to 09/30/2015

 

$

8,540

 

 

$

1,827

 

 

$

10,367

 

04/25/13

08/31/13

 

$

1.00

 

Assigned on 09/18/2015

 

 

-

 

 

 

-

 

 

 

-

 

05/21/13

08/31/13

 

$

1.00

 

extended to 09/30/2015

 

 

25,000

 

 

 

4,718

 

 

 

29,718

 

07/31/13

01/31/14

 

$

1.00

 

extended to 09/30/2015

 

 

25,500

 

 

 

4,550

 

 

 

30,050

 

08/31/13

02/28/14

 

$

1.00

 

extended to 09/30/2015

 

 

14,195

 

 

 

2,457

 

 

 

16,652

 

09/30/13

03/31/14

 

$

1.00

 

extended to 09/30/2015

 

 

7,545

 

 

 

1,242

 

 

 

8,787

 

10/31/13

04/30/14

 

$

1.00

 

extended to 09/30/2015

 

 

6,250

 

 

 

971

 

 

 

7,221

 

11/30/13

05/30/14

 

$

1.00

 

extended to 09/30/2015

 

 

4,309

 

 

 

655

 

 

 

4,964

 

12/31/13

06/30/14

 

$

1.00

 

extended to 09/30/2015

 

 

8,509

 

 

 

1,232

 

 

 

9,741

 

01/31/14

07/31/14

 

$

1.00

 

extended to 09/30/2015

 

 

11,810

 

 

 

1,623

 

 

 

13,433

 

02/28/14

08/31/14

 

$

1.00

 

extended to 09/30/2015

 

 

11,479

 

 

 

1,476

 

 

 

12,956

 

03/31/14

09/30/14

 

$

1.00

 

extended to 09/30/2015

 

 

11,879

 

 

 

1,464

 

 

 

13,343

 

06/30/14

31/12/2014

 

$

1.00

 

extended to 09/30/2015

 

 

51,978

 

 

 

5,481

 

 

 

57,459

 

09/30/14

31/03/2015

 

$

1.00

 

extended to 09/30/2015

 

 

42,979

 

 

 

3,876

 

 

 

46,855

 

12/31/14

30/06/2015

 

$

0.25

 

extended to 09/30/2015

 

 

28,109

 

 

 

2,110

 

 

 

30,219

 

Debt discount - unamortized portion

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

$

258,083

 

 

$

33,682

 

 

$

2917,65

 

Number of shares issuable upon exercise of the above debt as of 09/30/15

 

 

 

 

 

 

 

 

 

 

382,423

 

Number of shares issuable upon exercise of the above debt as of 09/30/14

 

 

 

 

 

 

 

 

 

 

271,004

 

 
Schedule of Interest Expenses on Outstanding Promissory Notes

Interest expenses:

 

 

 

For the three months

ended September 30,

 

 

For the nine months

ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

-

 

 

$

14,861

 

 

$

49,598

 

 

$

49,569

 

Interest at contractual rate

 

 

5,642

 

 

 

4,703

 

 

 

16,872

 

 

 

10,974

 

Totals

 

$

5,642

 

 

$

19,564

 

 

$

66,470

 

 

$

60,543

 

 


v3.3.1.900
Schedule of Convertible Notes Payable and Derivative Liabilities (Tables)
 9 Months Ended
Sep. 30, 2015
Schedule of Convertible Notes Payable and Derivative Liabilities  
Schedule of JMJ Financial Summary of Derivative Liability

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015 and December 31, 2014:

 

 

 

 

September 30,

 

 

December 31,

 

Derivative liability rollforward

 

2015

 

 

2014

 

Beginning balance

 

$

92,643

 

 

$

-

 

Debt discount

 

 

25,000

 

 

 

25,000

 

Day one loss on fair value

 

 

42,489

 

 

 

32,746

 

Loss (gain) on change in fair value

 

 

(54,493

)

 

 

34,897

 

Reclassify to additional paid in capital due to conversion

 

 

(25,030

 

 

 

-

 

Balance at end of period

 

$

80,609

 

 

$

92,643

 

 
Schedule of JMJ Financial Interest Expenses on Derivative Liabilities

Interest expenses:

 

 

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

12,428

 

 

$

-

 

 

$

21,700

 

 

$

-

 

Interest at contractual rate

 

 

3,333

 

 

 

-

 

 

 

6,666

 

 

 

-

 

Totals

 

$

15,761

 

 

$

-

 

 

$

28,366

 

 

$

-

 

Schedule of LG Capital Summary of Derivative Liability

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015 and December 31, 2014:

 

 

 

September 30,

 

 

December 31,

 

Derivative liability rollforward

 

2015

 

 

2014

 

Beginning balance

 

$

91,526

 

 

$

-

 

Debt discount

 

 

-

 

 

 

50,000

 

Day one loss on fair value

 

 

-

 

 

 

34,748

 

Loss (gain) on change in fair value

 

 

(5,611

)

 

 

6,778

 

Reclassify to additional paid in capital due to conversion

 

 

(48,058

)

 

 

-

 

Balance at end of period

 

$

37,857

 

 

$

91,526

 

 
Schedule of LG Capital Interest Expenses on Derivative Liabilities

Interest expenses:

 

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

13,163

 

 

$

-

 

 

$

43,972

 

 

$

-

 

Interest at contractual rate

 

 

960

 

 

 

-

 

 

 

3,275

 

 

 

-

 

Totals

 

$

14,123

 

 

$

-

 

 

$

47,247

 

 

$

-

 

 
Schedule of Adar Bays, LLC Summary of Derivative Liability

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015:

 

 

 

September 30,

 

Derivative liability rollforward

 

2015

 

Beginning balance

 

$

-

 

Debt discount

 

 

29,750

 

Day one loss on fair value

 

 

45,528

 

Loss (gain) on change in fair value

 

 

(36,804

)

Reclassify to additional paid in capital due to conversion

 

 

(16,890

)

Balance at end of period

 

$

21,584

 

Schedule of Adar Bays, LLC Interest Expenses on Derivative Liabilities

Interest expenses:

  

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

8,997

 

 

$

-

 

 

$

26,761

 

 

$

-

 

Interest at contractual rate

 

 

583

 

 

 

-

 

 

 

1,811

 

 

 

-

 

Totals

 

$

9,580

 

 

$

-

 

 

$

28,572

 

 

$

-

 

Schedule of Typenex Co-Investment, LLC Summary of Derivative Liability

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015:

 

Derivative liability rollforward

 

September 30, 2015

 

Beginning balance

 

$

-

 

Debt discount

 

 

55,000

 

Loss (gain) on change in fair value - Typenex Note

 

 

91,404

 

Loss (gain) on change in fair value - Warrant

 

 

18,138

 

Reclassify to additional paid in capital due to conversion

 

 

(97,559

)

Balance at end of period

 

$

66,983

 

Schedule of Typenex Co-Investment, LLC Interest Expenses on Derivative Liabilities

Interest expenses:

 

 

 

For the three months ended September 30,

 

 

For the nine months ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

17,699

 

 

$

-

 

 

$

39,410

 

 

$

-

 

Interest at contractual rate

 

 

1,064

 

 

 

-

 

 

 

3,838

 

 

 

-

 

Totals

 

$

18,763

 

 

$

-

 

 

$

43,248

 

 

$

-

 

Schedule of Rockwell Capital Parnters LLC Summary of Derivative Liability

The following table summarizes the derivative liability included in the balance sheet at September 30, 2015:

 

 

 

September 30,

 

Derivative liability rollforward

 

2015

 

Beginning balance

 

$

-

 

Debt discount

 

 

29,800

 

Day one loss on fair value

 

 

47,939

 

Loss (gain) on change in fair value

 

 

(14,281

)

Reclassify to additional paid in capital due to conversion

 

 

(6,759

)

Balance at end of period

 

$

36,699

 

 
Schedule of Rockwell Capital Parnters LLC Interest Expenses on Derivative Liabilities

Interest expenses:

  

 

For the three month ended September 30,

 

 

For the nine month ended September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Amortization of debt discount

 

$

29,800

 

 

$

-

 

 

$

29,800

 

 

$

-

 

Interest at contractual rate

 

 

75

 

 

 

-

 

 

 

75

 

 

 

-

 

Totals

 

$

29,875

 

 

$

-

 

 

$

29,875

 

 

$

-

 

 


v3.3.1.900
Going Concern (Details)
Sep. 30, 2015
USD ($)
Going Concern Details  
Net losses $ 1,514,789


v3.3.1.900
Significant Accounting Policies - Fair Value Measurement (Details)
Sep. 30, 2015
USD ($)
Level 1  
Derivative liabilities $ 0
Total Liabilities 0
Level 2  
Derivative liabilities 0
Total Liabilities 0
Level 3  
Derivative liabilities 263,733
Total Liabilities 263,733
Total:  
Derivative liabilities 263,733
Total Liabilities $ 263,733


v3.3.1.900
Summary of changes in the fair value of derivative liabilities (Details) - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Summary of changes in the fair value of derivative liabilities details    
Balance at beginning of year $ 184,169 $ 0
Additions to derivative instruments 139,550 184,169
Reclassify to additional paid in capital due to conversion (194,296) 0
Change in fair value of derivative instruments 134,310 0
Balance at end of period $ 263,733 $ 184,169


v3.3.1.900
Basic and Diluted EPS Computation (Details) - USD ($)
 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Numerator:    
Loss available to common stockholders' $ 711,388 $ 236,565
Denominator:    
Weighted average number of common shares outstanding 41,068,995 36,997,970
Basic and diluted EPS $ 0.02 $ 0.00
Weighted average shares were not included in the computation of diluted losses per share - Convertible promissory notes 162,446,925 220,488


v3.3.1.900
Line of Credit (Narrative) (Details) - USD ($)
Sep. 30, 2015
Jul. 30, 2012
Jun. 15, 2012
Line of Credit Narrative Details      
Revolving credit line   $ 50,000 $ 50,000
Unsecured line of credit interest per annum   6.00% 6.00%
Agreed to settle a total amount of principal   $ 7,428 $ 3,681
Accrued interest   831 429
Charge to interest expense   $ 3,370 $ 6,772
Line of Credit On June 15, 2012:      
Line of credit balance due $ 4,089    
Principle 3,634    
Accrued interest 455    
Line of Credit On July 30, 2012:      
Balance due under line of credit totaled 7,071    
Principle 6,322    
Accrued interest $ 749    


v3.3.1.900
Line of Credit During the period (Details) - USD ($)
 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Line of Credit During the period Details    
Interest expense On June 15, 2012 $ 163 $ 163
Interest expense On July 30, 2012 $ 284 $ 258


v3.3.1.900
Convertible Notes Payable Interest expenses (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Convertiable Notes Payable Interest Expenses Details        
Amortization of debt discount $ 0 $ 14,861 $ 49,598 $ 49,569
Interest at contractual rate 5,642 4,703 16,872 10,974
Totals $ 5,642 $ 19,564 $ 66,470 $ 60,543


v3.3.1.900
Convertible Notes Payable (Narrative) (Details)
 12 Months Ended
Dec. 31, 2014
USD ($)
$ / shares
shares
Sep. 30, 2015
USD ($)
Sep. 18, 2015
USD ($)
$ / shares
Convertible Notes Payable Narrative Details      
Current balance due on the loan, amount     $ 25,000
Interest accrued in the amount, from Amalfi     $ 4,800
Per annum interest rate     8.00%
Fixed conversion price minimum | $ / shares     $ 0.25
Fixed conversion price maximum | $ / shares     $ 1.00
Issued notes to Amalfi, value $ 158,235    
Amalfi's entry - the September Note, value $ 42,979    
Issued stock purchase warrant to Amalfi, to purchase common shares | shares 200,000    
Issued stock purchase warrant to Amalfi, to purchase common shares, exercise price | $ / shares $ 0.01    
Period in years 5    
Allocated to the Series A Warrant   $ 34,717  
Allocated to the September Note   8,262  
Calculated intrinsic value   39,874  
Beneficial conversion feature limited   8,262  
Resulting discount on September Note is being accreted   $ 42,979  


v3.3.1.900
Estimated Fair Value of Series A Warrant calculated using following assumptions (Details)
Sep. 30, 2015
$ / shares
Estimated Fair Value of Series A Warrant calculated using following assumptions Details  
Market price of common stock per share $ 1.12
Estimated volatility 59.50%
Risk free interest rate 1.78%
Expected dividend 0.00%
Expected life in years 5


v3.3.1.900
JMJ Financial (Details)
Sep. 30, 2015
USD ($)
$ / shares
shares
Aug. 05, 2015
USD ($)
$ / shares
shares
Jul. 08, 2015
USD ($)
$ / shares
shares
Jun. 16, 2015
USD ($)
Apr. 28, 2015
USD ($)
Dec. 03, 2014
USD ($)
$ / shares
JMJ Financial Details            
Received amount           $ 25,000
Convertible promissory note, value           250,000
JMJ will advance various amounts in gross proceeds upto           225,000
Original issue discount (OID)           $ 25,000
Matures in years           2
OID in percent           10.00%
One-time interest charge shall be applied, in percent           12.00%
Conversion price equal to lesser | $ / shares           $ 0.51
Received a second under the JMJ Note         $ 25,000  
Discount recorded         $ 2,778  
Conversion notice to convert principal   $ 5,250 $ 5,100 $ 7,750    
Conversion notice to convert principal into shares | shares   500,000 170,000      
Conversion notice to convert principal into shares, per share | $ / shares   $ 0.0105 $ 0.03      
Initial fair value of the derivative liability $ 57,746          
Fair value per share | $ / shares $ 0.2495          
Shares that would be issued if the JMJ Note was exercised | shares 231,483          
Amount recorded as a debt discount $ 25,000          
Amount recorded as other expense 35,186          
Amount recorded as derivative liability $ 57,746          


v3.3.1.900
Estimated fair value of JMJ derivative liability using Black Scholes Model (Details)
Sep. 30, 2015
$ / shares
Estimated fair value of JMJ derivative liability using Black Scholes Model Details  
Quoted market price $ 0.35
Conversion price $ 0.12
Expected volatility 79.00%
Expected term in years 2
Risk-free interest rate 0.57%


v3.3.1.900
Summary of Derivative Liability of JMJ Note (Details) - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Derivative liability rollforward    
Beginning balance $ 92,643 $ 0
Debt discount 25,000 25,000
Day one loss on fair value 42,489 32,746
Loss (gain) on change in fair value (54,493) 34,897
Reclassify to additional paid in capital due to conversion (25,030) 0
Balance at end of period $ 80,609 $ 92,643


v3.3.1.900
JMJ Note Interest Expenses (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
JMJ Note Interest Expenses Details        
Amortization of debt discount $ 12,428 $ 0 $ 21,700 $ 0
Interest at contractual rate 3,333 0 6,666 0
Totals $ 15,761 $ 0 $ 28,366 $ 0


v3.3.1.900
LG Capital (Details) - USD ($)
Sep. 30, 2015
Aug. 17, 2015
Jun. 16, 2015
Dec. 15, 2014
LG Capital Details        
Convertible promissory note, value       $ 57,750
LG Note provides gross proceeds in aggregate       50,000
OID       5,250
Legal fees       $ 2,500
Accrues interest       8.00%
LG Note prepaid within 30 days, percent of face amount plus accrued interest       115.00%
LG Note prepaid within 31-60 days, percent of face amount plus accrued interest       121.00%
LG Note prepaid within 60-90 days, percent of face amount plus accrued interest       127.00%
LG Note prepaid within 91-120 days, percent of face amount plus accrued interest       133.00%
LG Note prepaid within 121-150 days, percent of face amount plus accrued interest       139.00%
LG Note prepaid within 151-180 days, percent of face amount plus accrued interest       145.00%
Recorded discount to the LG Note related to the OID $ 5,250      
Conversion notice to convert principal   $ 5,000 $ 7,750  
Conversion notice to convert accrued interest   $ 267 $ 309  
Conversion notice to convert principal and accrued interest into shares   1,213,686 427,586  
Conversion notice to convert principal and accrued interest into shares, per share   $ 0.00434 $ 0.018848  


v3.3.1.900
Summary of Derivative Liability of LG Note (Details) - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Derivative liability rollforward    
Beginning balance $ 91,526 $ 0
Debt discount 0 50,000
Day one loss on fair value 0 34,748
Loss (gain) on change in fair value (5,611) 6,778
Reclassify to additional paid in capital due to conversion (48,058) 0
Balance at end of period $ 37,857 $ 91,526


v3.3.1.900
LG Note Interest Expenses (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
LG Note Interest Expenses Details        
Amortization of debt discount $ 13,163 $ 0 $ 43,972 $ 0
Interest at contractual rate 960 0 3,275 0
Totals $ 14,123 $ 0 $ 47,247 $ 0


v3.3.1.900
Adar Bays, LLC (Details) - USD ($)
Sep. 30, 2015
Sep. 08, 2015
Jul. 22, 2015
Jan. 21, 2015
Dec. 15, 2014
Adar Bays, LLC Details          
Convertible promissory note, principal amount         $ 35,000
Net proceeds received       $ 29,750  
OID in percent       10.00%  
Legal fees       $ 1,750  
Accrues interest       8.00%  
Adar Note prepaid within 30 days, percent of face amount plus accrued interest       115.00%  
Adar Note prepaid within 31-60 days, percent of face amount plus accrued interest       121.00%  
Adar Note prepaid within 60-90 days, percent of face amount plus accrued interest       127.00%  
Adar Note prepaid within 91-120 days, percent of face amount plus accrued interest       133.00%  
Adar Note prepaid within 121-150 days, percent of face amount plus accrued interest       139.00%  
Adar Note prepaid within 151-180 days, percent of face amount plus accrued interest       145.00%  
Conversion notice to convert principal   $ 4,500 $ 5,000    
Conversion notice to convert principal into shares   2,460,361 160,968    
Conversion notice to convert principal into shares, per share   $ 0.001829 $ 0.031062    
Initial fair value of the derivative liability $ 75,278        
Fair value per share $ 0.2811        
Shares that would be issued if the Adar Note was exercised 267,797        
Amount recorded as a debt discount $ 29,750        
Amount recorded as other expense 45,528        
Amount recorded as derivative liability $ 75,278        


v3.3.1.900
Estimated fair value of Adar derivative liability using Black Scholes Model (Details)
Sep. 30, 2015
$ / shares
Estimated fair value of Adar derivative liability using Black Scholes Model Details  
Quoted market price $ 0.40
Conversion price $ 0.1307
Expected volatility 100.00%
Expected term in years 1
Risk-free interest rate 0.12%


v3.3.1.900
Summary of Derivative Liability of Adar Note (Details)
Sep. 30, 2015
USD ($)
Derivative liability rollforward  
Beginning balance $ 0
Debt discount 29,750
Day one loss on fair value 45,528
Loss (gain) on change in fair value (36,804)
Reclassify to additional paid in capital due to conversion (16,890)
Balance at end of period $ 21,584


v3.3.1.900
Adar Note Interest Expenses (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Adar Note Interest Expenses Details        
Amortization of debt discount $ 8,997 $ 0 $ 26,761 $ 0
Interest at contractual rate 583 0 1,811 0
Totals $ 9,580 $ 0 $ 28,572 $ 0


v3.3.1.900
Typenex Co-Investment, LLC (Details) - USD ($)
Sep. 30, 2015
Jul. 16, 2015
Jan. 16, 2015
Typenex Co-Investment, LLC Details      
Sale of convertible note, percent     10.00%
Sale of convertible note, principal amount     $ 225,000
Typenex legal expenses     5,000
Original issue discount     20,000
Sale of convertible note for amount     200,000
Sale of convertible note for amount, in cash     60,000
Sale of convertible note for amount, in 3 secured promissory notes     $ 165,000
Interest rate per annum     8.00%
Required to pay, percent multiplied by sum of principal, interest and other amounts     125.00%
Warrants granted to purchase shares, par value     0.001
First warrant to purchase shares worth     $ 30,000
Remaining warrants to purchase shares worth     $ 27,500
Warrants exercisable per share     $ 0.60
Initial fair value of the derivative liability of Typenex Warrant $ 50,749    
Conversion notice to convert installment   $ 25,593  
Conversion notice to convert installment into shares   1,066,390  
Conversion notice to convert installment into shares, per share   $ 0.024  
Initial fair value of the derivative liability of Typenex Note $ 58,472    
Fair value per share $ 0.2297    
Shares that would be issued if the Typenex Note was exercised 254,597    
Amount recorded as a debt discount $ 55,000    


v3.3.1.900
Estimated fair value of Typenex derivative liability using Black Scholes Model (Details)
Sep. 30, 2015
$ / shares
Estimated fair value of Typenex derivative liability using Black Scholes Model Details  
Quoted market price $ 0.40
Conversion price $ 0.2357
Expected volatility 100.00%
Expected term in years 1.25
Risk-free interest rate 0.11%


v3.3.1.900
Summary of Derivative Liability of Typenex Note (Details)
Sep. 30, 2015
USD ($)
Derivative liability rollforward  
Beginning balance $ 0
Debt discount 55,000
Day one loss on fair value 91,404
Loss (gain) on change in fair value 18,138
Reclassify to additional paid in capital due to conversion (97,559)
Balance at end of period $ 66,983


v3.3.1.900
Typenex Note Interest Expenses (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Typenex Note Interest Expenses Details        
Amortization of debt discount $ 17,699 $ 0 $ 39,410 $ 0
Interest at contractual rate 1,064 0 3,838 0
Totals 18,763 $ 0 43,248 $ 0
Other assets - interest receivable $ 3,168   $ 8,691  


v3.3.1.900
Rockwell Capital Parnters LLC (Details) - USD ($)
Sep. 30, 2015
Sep. 24, 2015
Sep. 18, 2014
Rockwell Capital Parnters LLC Details      
Issued convertible promissory note, percent     8.00%
Issued convertible promissory note, principal amount     $ 29,800
Conversion notice to convert principal   $ 2,875  
Conversion notice to convert principal into shares   2,500,000  
Conversion notice to convert principal into shares, per share   $ 0.00115  
Initial fair value of the derivative liability $ 77,739    
Quoted market price $ 0.003    
Shares that would be issued if the RCP Notes were exercised 25,913,043    
Conversion price $ 0.0012    
Amount recorded as a debt discount $ 29,800    
Amount recorded as other expense 47,939    
Amount recorded as derivative liability $ 77,739    


v3.3.1.900
Summary of Derivative Liability of RCP Note (Details)
Sep. 30, 2015
USD ($)
Derivative liability rollforward  
Beginning balance $ 0
Debt discount 29,800
Day one loss on fair value 47,939
Loss (gain) on change in fair value (14,281)
Reclassify to additional paid in capital due to conversion (6,759)
Balance at end of period $ 36,699


v3.3.1.900
RCP Note Interest Expenses (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
RCP Note Interest Expenses Details        
Amortization of debt discount $ 29,800 $ 0 $ 29,800 $ 0
Interest at contractual rate 75 0 75 0
Totals $ 29,875 $ 0 $ 29,875 $ 0


v3.3.1.900
Related Party Transactions (Narrative) (Details) - USD ($)
Sep. 30, 2015
Jul. 20, 2015
Jul. 17, 2015
May. 06, 2015
Sep. 30, 2014
Related Party Transactions Mr. Stehrenberger          
Monthly salary       $ 7,000  
Sold controlling interest in Reve Technologies, Inc for the total price     $ 50,000    
Cancellation shares of the Company's common stock owned by his family partnership     20,115,000    
Paid in respect of the cancellation     10,057,500    
Executive compensation $ 70,700       $ 43,500
Related Party Transactions Mr. David Forster          
Purchased shares of the Company   22,000,000      
Assigned all rights, interest, and title to technology owned by that party in exchange for Series B Voting Preferred Stock   1,000,000      


v3.3.1.900
Equity Transactions (Details) - USD ($)
Sep. 24, 2015
Sep. 08, 2015
Aug. 17, 2015
Aug. 07, 2015
Aug. 05, 2015
Jul. 23, 2015
Jul. 22, 2015
Jul. 20, 2015
Jul. 16, 2015
Jul. 08, 2015
Jun. 16, 2015
Equity Transactions Details                      
Authorized common stock       1,000,000,000              
Common stock par value       $ 0.001       $ 1,000,000      
Authorized Shares of Series B Voting Preferred Stock               1,000,000      
Common stock:                      
Conversion notice to convert principal                     $ 7,750
Conversion notice to convert accrued interest                     $ 309
Conversion notice to convert into shares of common stock 2,500,000 2,460,361 1,213,686   500,000   160,968   1,066,390 170,000 427,586
Convert into shares of common stock per share $ 0.00115 $ 0.001829 $ 0.00434   $ 0.0105   $ 0.031062   $ 0.024 $ 0.03 $ 0.018848
Conversion notice from JMJ Financial to convert in principal         $ 5,250         $ 5,100  
Conversion notice from Typenex Co-Investment, LLC to convert installment amount                 $ 25,593    
Mr. Forster purchased shares of the Company               22,000,000      
Conversion notice from Adar Bays LLC to convert principal   $ 4,500         $ 5,000        
Paid to Mr. Stehrenberger in respect of the cancelation of shares           10,057,500          
Conversion notice from LG Capital to convert in principal     $ 5,000                
Conversion notice from RCP to convert $ 2,875                    


v3.3.1.900
Subsequent Events Transactions (Details) - USD ($)
Nov. 01, 2015
Oct. 31, 2015
Oct. 23, 2015
Oct. 01, 2015
Assignment and Assumption Agreements        
Convertible notes payable - related party in exchange for convertible notes in the amount       $ 29,480
Convertible notes payable principal amount       25,000
Convertible notes payable accrued interest       $ 4,800
Notes assigned to third party in exchange for convertible notes in the amount     $ 34,359  
Conversion of convertible debt into common stock        
Principal and accrued interest converted by lenders during October and November 2015 $ 135,748      
Principal and accrued interest converted by lenders during October and November 2015, shares 242,490,781      
Changes in management and compensation Details        
Mr. Forster returned shares   20,000,000    
Mr. Forster returned shares for a convertible promissory note, amount   $ 120,000    
Series B Voting Preferred Shares issued to Alexander 500,000      
Series B Voting Preferred Shares issued to Joanne Sylvanus 500,000      
Series B Voting Preferred Shares represents percent of issued and outstanding 100.00%      
Additional common shares issued to Alexander 10,000,000      
Alexander receives salary per month $ 5,000      
Ms. Sylvanus receives salary per month 3,000      
Convertible promissory note issued to Alexander $ 100,000      
Mr. Cohen will receive percent of profit for each contract sale 50.00%      
Mr. Honeycutt receives per month $ 3,000      
Mr. Honeycutt receives Convertible promissory note, amount $ 75,000      
Common shares issued to Mr. Timothy Honeycutt 10,000,000      
Bassline Productions (CE) (USOTC:BSSP)
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Bassline Productions (CE) (USOTC:BSSP)
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