UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
|
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
For the Quarterly Period Ended September 30, 2015
Commission File Number: 000-55144
NutraFuels, Inc.
(Exact name of registrant as specified in its charter)
| | |
Florida
|
|
46-1482900
|
(State or other jurisdiction of
incorporation or organization)
|
| (I.R.S. Employer
Identification No.)
|
6601 Lyons Road, Suite L-6
Coconut Creek, FL 33073
(Address of principal executive offices) (Zip Code)
Telephone 888-509-8901
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ 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 filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.
| | | |
| | | |
|
|
|
|
Large accelerated filer
| ☐
| Accelerated filer
| ☐
|
Non-accelerated filer
| ☐
| Smaller reporting company
| ☒
|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of September 30, 2015, and December 15, 2015 we had 22,917,114 and 25,164,114 shares of common stock outstanding, respectively.
1
TABLE OF CONTENTS
| |
| |
PART I - FINANCIAL INFORMATION
| PAGE
|
|
|
Item 1. Financial Statements
| 3
|
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
| 12
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
| 15
|
Item 4. Controls and Procedures
| 16
|
|
|
PART II-- OTHER INFORMATION
|
|
Item 1. Legal Proceedings
| 16
|
Item 1A. Risk Factors
| 16
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| 17
|
Item 3. Defaults Upon Senior Securities
| 18
|
Item 4. Mine Safety Disclosures
| 18
|
Item 5. Other Information
| 18
|
Item 6. Exhibits
| 22
|
|
|
SIGNATURES
| 23
|
2
PART I: FINANCIAL INFORMATION
| | | |
NutraFuels, Inc.
CONDENSED BALANCE SHEET
ASSETS
|
|
| September 2015
| December 31, 2014
|
| (unaudited)
| |
| | | |
Current Assets
| | |
Cash
| $
21,886
| $
25,053
|
Accounts Receivable, net
| 33,162
| 1,679
|
Inventory, net
| 112,292
| 70,000
|
Prepaid Expenses
| 1,828,689
| 0
|
Total Current Assets
| 1,996,029
| 96,732
|
| | |
Property, Plant and Equipment, net of accumulated depreciation of $139,862 and $98,534, respectively
| 240,509
| 248,963
|
| $
2,236,538
| $
345,695
|
| | |
LIABILITIES AND SHAREHOLDERS DEFICIT
|
| | |
Current Liabilities
| | |
Accounts Payable
| $
41,194
| $
34,010
|
Accrued Liability
| 351,276
| 236,280
|
Convertible Debt, net of discount of $83,590 and $162,160
| 791,411
| 617,840
|
Convertible Debt Related Party
| 210,000
| 210,000
|
Notes Payable, net of discount of $0 and $8,106
| 55,000
| 46,894
|
Notes Payable Related Party
| 462,500
| 150,000
|
Derivative Liability
| 275,000
| -
|
Liability for Stock to be issued
| 107,900
| -
|
Total Current Liabilities
| 2,294,281
| 1,295,024
|
| | |
Long Term Liabilities
| | |
Convertible Debt, net of discount of $211,816 and $0
| 63,184
| -
|
Total Long Term Liabilities
| 63,184
| -
|
| | |
Total Liabilities
| 2,357,465
| 1,295,024
|
| | |
Commitments and Contingencies
| | |
| | |
Shareholders Deficit
| | |
Preferred Stock: par value .0001; Authorized 10,000; issued and
outstanding 1,000 and 1,000, respectively
| -
| -
|
Common Stock; par value .0001; Authorized 499,990,000; issued
and outstanding 22,917,114 and 22,282,114, respectively
| 2,292
| 2,228
|
Additional Paid In Capital
| 6,516,483
| 3,904,936
|
Accumulated Deficit
| (6,639,702)
| (4,856,493)
|
Total Shareholders Deficit
| (120,927)
| (949,329)
|
| | |
Total Liabilities and Shareholders Deficit
| $
2,236,538
| $
345,695
|
| | |
See Notes to Unaudited Condensed Financial Statements
3
| | | | | | | |
NutraFuels, Inc.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
|
|
| | | | For the Three Months Ended September 30,
| For the Nine Months Ended
September 30,
|
| | | | 2015
| 2014
| 2015
| 2014
|
| | | | |
Revenue
| $
47,018
| $
5,337
| $
123,328
| $
53,247
|
| | | | |
Cost of Revenues
| 36,761
| 88,332
| 105,705
| 144,098
|
Gross Profit (loss)
| 10,257
| (82,995)
| 17,623
| (90,851)
|
| | | | |
Operating Expenses:
|
|
|
|
|
Advertising and Promotion
| 15,720
| 72,612
| 197,016
| 263,859
|
Administrative Salaries
| 98,403
| 48,500
| 186,344
| 132,500
|
General and Administrative
| 575,379
| 180,022
| 1,031,426
| 542,144
|
Depreciation Expense
| 14,479
| 13,135
| 41,327
| 39,307
|
Total Operating Expenses
| 703,981
| 314,269
| 1,456,113
| 977,810
|
| | | | |
Other Income (Expense)
| | | | |
Income from Indebtedness
| -
| -
| -
| 7,956
|
Interest Income
| -
| 1
| -
| 15
|
Interest Expense
| (86,380)
| (102,621)
| (344,718)
| (256,641)
|
| | | | |
Loss Before Income Taxes
| (780,104)
| (499,884)
| (1,783,208)
| (1,317,331)
|
| | | | |
Income Taxes
| -
| -
| -
| -
|
| | | | |
Net Loss
| $
(780,104)
| $
(499,884)
| $
(1,783,208)
| $
(1,317,331)
|
| | | | |
Net Loss Per Common Share Basic and Diluted
| $
(0.03)
| $
(0.02)
| $
(0.08)
| $
(0.06)
|
| | | | |
Weighted Average Common Shares Outstanding Basic and Diluted
| 22,917,714
| 21,857,865
| 22,644,210
| 21,593,151
|
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
See Notes to Unaudited Condensed Financial Statements
4
| | | | |
NutraFuels, Inc.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
|
|
| | | For the Nine Months Ended
September 30, 2015
| For the Nine Months Ended
September 30, 2014
|
OPERATING ACTIVITIES
| | |
Net Loss
| $
(1,783,208)
| $
(1,317,331)
|
Adjustment to reconcile net loss to net cash used in
operations:
| | |
Stock Compensation
| 615,822
| 29,314
|
Depreciation
| 41,327
| 39,307
|
Amortization of Debt Discount
| 244,861
| 191,427
|
Reclassification of Down Payment for Equipment
| -
| (22,400)
|
Income from Indebtedness
| -
| (7,956)
|
| | |
Changes in operating assets and liabilities:
| | |
Accounts receivable
| (31,483)
| (2,435)
|
Subscription Receivable
| -
| 25,000
|
Inventory
| (42,292)
| 810
|
Accrued expenses
| 114,996
| 62,787
|
Accounts payable
| 7,185
| (74,999)
|
| | |
Net Cash used in Operating Activities
| (832,792)
| (1,076,476)
|
| | |
INVESTING ACTIVITIES
| | |
Purchase of fixed assets
| (32,875)
| (4,724)
|
| | |
Net cash used in Investing Activities
| (32,875)
| (4,724)
|
| | |
FINANCING ACTIVITIES
| | |
Common stock issued for cash
| 180,000
| 650,000
|
Proceeds from issuance of Debt
| 370,000
| 420,000
|
Proceeds from issuance of Debt Related Party
| 312,500
| -
|
Repayments of Debt Related Party
| -
| (25,000)
|
| | |
Net provided by Financing Activities
| 862,500
| 1,045,000
|
| | |
Net Cash Decrease for the Period
| (3,167)
| (36,200)
|
| | |
Cash at beginning of Period
| 25,053
| 63,255
|
| | |
Cash at end of Period
| $
21,886
| 27,055
|
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
| | |
| | |
Income Taxes
| $
-
| $
-
|
Interest
| $
-
| $
-
|
| | |
NONCASH INVESTING AND FINANCIING ACTIVITIES
| | |
Debt Discount from Beneficial Conversion Feature
| $
370,000
| $
43,822
|
Shares issued for the Issuance of Debt
| $
-
| $
52,778
|
Warrants issued for the issuance of Debt
| $
-
| $
290,000
|
See Notes to Unaudited Condensed Financial Statements
5
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS:
NOTE 1 DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
NutraFuels, Inc. (We, or the Company) is the producer and distributor of nutritional supplements that uses micro molecular formulae and a utilization of an oral spray to provide faster and more efficient absorption.
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, the accompanying unaudited financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.
Certain reclassifications have been made to the comparative period condensed financial statements in order to conform to the current period classifications.
NOTE 2 GOING CONCERN
These accompanying condensed financial statements have been prepared assuming that we will continue as a going concern. As shown in the accompanying condensed financial statements, we have sustained losses from inception, including a net loss of approximately $1,800,000 for the nine month period ended September 30, 2015, and we have working capital and accumulated deficits that raise substantial doubt about our ability to continue as a going concern. In response to these conditions, we seek to raise additional capital through the sale of debt or equity securities, or through borrowings from financial institutions or individuals. The condensed financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.
NOTE 3 CONVERTIBLE DEBT & NOTES PAYABLE
In February 2015, we sold 25,000 units to an investor in exchange for $25,000. The 25,000 units consist of: (i) 25,000 shares of our common stock; (ii) 2-year options to purchase 25,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $25,000. The note is non-interest bearing and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion.
The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein. The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount.
6
The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows:
| | | | |
| | | | |
|
|
| |
|
Residual value of shares
|
|
| | $
0
|
Residual fair value of options
|
|
| | $
0
|
Fair value of BCF (derivative)
|
|
| | $
25,000
|
The note was recorded net of a full discount in the amount of $25,000, which is being amortized over the initial term of the note. At September 30, 2015, the unamortized balance of the debt discount is $17,295.
In April 2015, we sold 250,000 units to an investor in exchange for $250,000. The 250,000 units consist of: (i) 250,000 shares of our common stock; (ii) 2-year options to purchase 250,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $250,000. The note bears 10% interest and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion.
The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein. The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount.
The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows:
| | | | |
| | | | |
|
|
| |
|
Residual value of shares
|
|
| | $
0
|
Residual fair value of options
|
|
| | $
0
|
Fair value of BCF (derivative)
|
|
| | $
250,000
|
The note was recorded net of a full discount in the amount of $250,000, which is being amortized over the initial term of the note. As of September 30, 2015, the unamortized balance of the debt discount is $194,521.
In August 2015, we entered into convertible promissory notes with four individual investors for a total amount of $95,000. The notes are interest bearing at a fixed rate of ten percent (10%) and are convertible into shares at $0.10 per share.
The notes were recorded net of a full discount in the amount of $95,000, which is being amortized over the initial term of the note. Each note has a term of one (1) year. At September 30, 2015, the unamortized balance of the debt discount for the four (4) promissory notes total $83,590.
In August 2015, we extended the maturity of our $100,000 promissory note to August 26, 2016.
During the third quarter of 2015, we received $50,000 in net proceeds from related party loans.
7
| | | | | | | |
Scheduled Debt Principal Maturities
| | | | |
| | | | | | | |
Scheduled principal maturities for debt issuances at September 30, 2015 is as follows:
|
| | | | | | | |
Year ended December 31, 2015
| | | $ 210,000
| |
Year ended December 31, 2016
| | | 930,000
| |
Year ended December 31, 2017
| | | 275,000
| |
Total
| | | | | | 1,415,000
| |
Less Unamortized Debt Discount
| | | (295,406)
| |
Plus General Operating Loans
| | | | 462,500
| |
Balance as of September 30, 2015
| | | $ 1,582,094
| |
| | | | | | | |
NOTE 4 SHAREHOLDERS EQUITY
During February 2015, we issued 25,000 shares of our common stock and warrants to purchase 25,000 shares of our common stock in connection with the sale of 25,000 units. (see Note 3).
During March 2015, we issued 60,000 shares of our common stock for consulting services rendered to us. We valued these shares at $1.94 per share, the closing stock price on the date of issuance.
During April 2015, we issued 100,000 shares of our common stock for consulting services rendered to us. We value these shares at $0.51 per share, the closing stock price on the date of issuance.
During April 2015, we issued 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units (see Note 3).
During June 2015, we issued 200,000 shares of our common stock and warrants to purchase 200,000 shares of our common stock in connection with the sale of 200,000 units.
During August 2015, we received $40,000 in exchange for 400,000 shares of our common stock and warrants to purchase 400,000 shares of our common stock in connection with the sale of 400,000 units. The 400,000 shares were issued in October 2015 and the $40,000 received has been recorded under Liabilities for Stock to be issued under the Liabilities section of the Balance Sheet.
During September 2015, we received $30,000 in exchange for 300,000 shares of our common stock and warrants to purchase 300,000 shares of our common stock in connection with the sale of 300,000 units. The 300,000 shares were issued in October 2015 and the $30,000 received has been recorded under Liabilities for Stock to be issued under the Liabilities section of the Balance Sheet.
On July 18, 2015, we entered into a consulting agreement with WT Consulting Group, LLC. For consulting services rendered, we will pay a $2,000 per month retainer for services as well as 25,000 restricted shares per month. The above compensation for consulting services under this agreement will begin July 18, 2015.
8
In July 2015, we entered into an amendment to our agreement with Sullivan Media Group, Inc., a Nevada Corporation (SMG). In connection with the amendment, we agree to issue warrants to acquire approximately 4,500,000 shares of our common stock, which were issued in August 2015.
In connection to the above agreement we recorded a prepaid expense of $2,239,211. Based on the services rendered from November 1, 2014 to September 30, 2015 we recognized stock compensation expense of $410,522. The prepaid expense balance as of September 30, 2015 is $1,828,689.
We determined the fair value of the warrants using a Black Scholes option pricing model with the following inputs:
| | | | |
Risk-free interest rate
|
|
| 0.73
| %
|
Dividend yield
|
|
| -
| %
|
Volatility factor
|
|
| 145
| %
|
Expected life (years)
|
|
| 2
|
|
| | | | |
The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have a trading history from which to determine historical volatility. The risk free interest rate was determined as of September 30, 2015 through the Federal Reserve System historical data of daily interest rates.
On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered on a deal by deal basis. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015. In connection to the services rendered and shares issued we recognized stock compensation expense and a Liability for Stock to be issued.
On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemded fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015. In connection to the services rendered and shares issued we recognized stock compensation expense and a Liability for Stock to be issued.
NOTE 5 COMMITMENTS & CONTINGENCIES
During January 2014, we were granted a license to market nutritional supplements under the TapouT XT name to retail locations worldwide. Under the license agreement, we were required to pay a royalty fee to Nutra Evolution of 12.5% of net sales. The agreement provided us with an initial test period of four years, until January 31, 2018, to distribute the product. We paid $85,000 in conjunction with the license. At the expiration of this four year period, we had the option to extend the license for three (3) consecutive three (3) year terms.
The agreement originally required us to pay minimum royalties of $400,000 during the first contract year; $750,000 during the second contract year and $1,000,000 each year thereafter. Subsequent to March 31 2015, we terminated the license agreement and no longer are obligated to pay the minimum royalties.
In late April 2014, we entered into an agreement with Sullivan Media Group, a Nevada corporation, to conduct market research in promotion of our NutraFuels brand.
9
Through the second quarter of 2015 we have paid Sullivan Media Group a total of $155,000 to begin Phase 2 of our agreement, which will finalize the rebranding, repackaging, and re-launch of our NutraFuels product line.
In February 2015, we entered into an agreement with GenCap Securities, LLC (GenCap), to serve as our exclusive placement agent, on a best efforts basis, in connection with a proposed securities offering of up to $10,000,000. The agreement terminates upon the earlier of: (i) 90 days after execution, or (ii) consummation of an offering. After 90 days, this agreement may be terminated by either party upon 15 days notice.
We are obligated to pay to GenCap: (i) a monthly retainer fee in the amount of $15,000, payable upon a financing facilitated by GenCap; and (ii) a placement fee ranging from 5.5% to 12.0% of the funds raised, based on the type of security sold.
To date, GenCap has not secured funding for us, and no payments have been made.
On April 14, 2015, we entered into a consulting agreement with Benchmark Advisory Partners, LLC. In consideration for future consulting services, we agreed to pay a fixed fee of three hundred thousand restricted shares of our stock, payable in one hundred thousand share installments on April 14, 2015, June 14, 2015, and August 14, 2015. We paid the initial installment. The agreement was terminated in June 2015.
On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015.
On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015.
On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015.
NOTE 6 SUBSEQUENT EVENTS
On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand restricted common shares were issued to Peter Cianci on October 1, 2015.
On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015.
On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015.
10
On October 13, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.
On October 19, 2015, we received $50,000 in exchange for 500,000 shares of our common stock and warrants to purchase 500,000 shares of our common stock in connection with the sale of 500,000 units.
On October 22, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.
On October 22, 2015, we received $10,200 in exchange for 102,000 shares of our common stock and warrants to purchase 102,000 shares of our common stock in connection with the sale of 102,000 units.
On October 22, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units.
On November 2, 2015, we entered into stock warrant purchase agreement for 50,000 shares.
On November 2, 2015, we entered into stock warrant purchase agreement for 10,000 shares.
On November 2, 2015, we entered into stock warrant purchase agreement for 5,000 shares.
On November 13, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.
On November 17, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units.
On November 17, 2015, we entered into a cashless stock warrant purchase agreement for 15,000 shares.
On November 17, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units.
On November 25, 2015, we received $20,000 in exchange for 200,000 shares of our common stock and warrants to purchase 200,000 shares of our common stock in connection with the sale of 200,000 units.
On November 19, 2015, we received $25,000 in exchange for 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units.
On December 7, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units.
On December 10, 2015, we received $15,000 in exchange for 150,000 shares of our common stock and warrants to purchase 150,000 shares of our common stock in connection with the sale of 150,000 units.
During December 2015, we received $25,000 in exchange for 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units.
11
CAUTIONARY NOTE FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this Report) contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as anticipate, believe, estimate, intend, could, should, would, may, seek, plan, might, will, expect, predict, project, forecast, potential, continue negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.
From time to time, forward-looking statements also are included in our other periodic reports on Form 10-K, Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in Risk Factors.
OVERVIEW
NutraFuels, Inc. (also will be referred as, us, we, or our) is the producer of nutritional oral spray supplements that provides a faster and more efficient absorption of nutrients than traditional methods of delivery such as other ingestible pill, capsule and liquid products.
12
We were founded as NutraFuels, LLC in 2010. We have progressively added the needed equipment to expand our operations to offer our products on a national level.
We have continually invested for the long term, adding larger facilities, purchasing necessary equipment, and other application development to expand sales and marketing. This has increased our costs in the near-term. Many of these investments had and will continue to occur in the advance of experiencing any near-term benefit.
During the nine month period ending September 30, 2015, we launched our rebranded products under the name NutraSpray and commenced development of our new website at www.nutraspray.com.
We currently offer the following products:
·
Sleep support,
·
Energy boost,
·
Hair Skin & Nails,
·
Headache Relief, and
·
Weight Loss/Garcinia Cambogia.
Components of Results of Operations
Revenues
We derive our revenues from sales of our products. We recognize our revenues from the point of sale and shipment. For the nine months ended September 30, 2015 our revenues were $123,328. Our revenues increased during the period ending September 30, 2015, because we recently completed our rebranding, repackaging, and re-launch of our 2015 product line and began taking purchase orders for our new product lines.
Should we not have sufficient revenues to meet operating costs, we will require additional capital. We have no commitments or assurances that it will ever be successful in obtaining adequate future financing. There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. As of September 30, 2015 we did not have sufficient cash to sustain us for the next twelve months and we will require additional capital to continue. In the event that future financing does not materialize, we may be unable to pay our obligations as they become due or continue as a going concern, any of which circumstances would have a material adverse effect on our business, prospects, financial condition and results of operations.
Costs and Expenses
The Cost of Goods Sold was heavily concentrated in labor and overhead costs.
Advertising costs continued to be some of our largest operational expenses. As we progress through the rest of 2015 and the re-launch of our product line into the national and international market, we are anticipating more marketing expenditures to research, advertise, market, promote, and enhance our brand.
The remaining significant expenses related to professional fees associated with our SEC filings and accrued interest as it relates to debt securities issued from current and prior years.
13
Results of Operations
In comparison to the prior year nine months and quarter ended September 30, 2014, sales have increased by over 131.6% and 781.0% respectively.
Advertising costs have been driven by marketing research and the implementation of the rebranding initiatives.
Selling, General, and Administrative Costs are lower than the prior year, as there has been less stock compensation issued for services performed by employees or outside parties.
Finally, interest expense is higher due to the issuance of debt securities to finance operations.
LIQUIDITY AND CAPITAL RESOURCES
In addition to revenue, our primary source of cash stems from issuance of equity and debt securities. We are dependent upon the proceeds from the offer and sale of securities to fund our operations.
| | | | | | | | | |
|
|
|
|
|
|
| Nine Months Ending
Ended September 30,
|
|
|
|
|
|
|
| 2015
|
| 2014
|
Net Cash used in Operating Activities
|
|
|
| $
(832,792)
| | $
(1,076,476)
|
|
|
|
|
|
|
| | | |
Net cash used in Investing Activities
|
|
|
| $
(32,875)
| | $
(4,724)
|
|
|
|
|
|
|
| | | |
Net cash provided by Financing Activities
|
|
|
| $
862,500
| | $
1,045,000
|
Operating
During the nine months ended September 30, 2015, in addition to fixed & variable overhead costs, other operational expenditures primarily consisted of payments to vendors, professional fees, and advertising costs.
Investing
During the nine months ended September 30, 2015, our investments in fixed assets were limited to equipment purchases.
SIGNIFICANT ACCOUNTING POLICIES
We report revenues and expenses using the accrual method of accounting for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.
14
INCOME TAXES
We account for income taxes under ASC 740 Income Taxes which codified SFAS 109, Accounting for Income Taxes and FIN 48 Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that we will not realize tax assets through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting Standards Codification Topic 820, Disclosures About Fair Value of Financial Instruments, requires us to disclose, when reasonably attainable, the fair market values of our assets and liabilities, which are deemed to be financial instruments. Our financial instruments consist primarily of cash.
PER SHARE INFORMATION
We compute net loss per share accordance with FASB ASC 205 Earnings per Share. FASB ASC 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
STOCK OPTION GRANTS
We have not granted any stock options to our officers and directors since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for nutritional and dietary supplement companies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Smaller reporting companies are not required to provide the information required by this item.
15
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (Exchange Act), the Company carried out an evaluation, with the participation of the Companys management, including the Companys President, Chief Financial Officer, Secretary, Treasurer and Director, of the effectiveness of the Companys disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Companys CEO and CFO concluded that the Companys disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reasons discussed below.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Companys internal controls over financial reporting during the nine month period ending September 30, 2015, or in other factors that could significantly affect these controls, that materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this item.
16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 14, 2015, we entered into a consulting agreement with Benchmark Advisory Partners, LLC. In consideration for future consulting services, we agreed to pay a fixed fee of three hundred thousand restricted shares of our stock, payable in one hundred thousand share installments on April 14, 2015, June 14, 2015, and August 14, 2015. We paid the initial 100,000 common shares. The agreement was terminated in June 2015.
In August 2015, we issued 4,500,000 shares of our common stock to Sullivan Media Group, Inc., a Nevada Corporation for services rendered.
On July 18, 2015, we entered into a consulting agreement with WT Consulting Group, LLC. For consulting services rendered, we agreed to pay a $2,000 per month retainer and 25,000 common shares per month for services.
During August 2015, we issued 400,000 shares of our common stock and warrants to purchase 400,000 shares of our common stock in connection with the sale of 400,000 units.
On October 1, 2015, we issued 30,000 of our common stock to Peter Cianci.
On October 1, 2015, we issued 40,000 shares to Five Star Labs, LLC for services rendered.
On August 14, 2015, we entered into a promissory note, whereby we are obligated to pay James R. Stewart the sum of $25,000 plus interest at the rate of 10%. Under the terms of the amended note, the notes maturity date is August 14, 2016. The note is convertible into shares of our common stock at the price of $.10 per share.
17
On August 14, 2015, we entered into a promissory note, whereby we are obligated to pay Barbara Ludwig the sum of $20,000 plus interest at the rate of 10%. Under the terms of the amended note, the notes maturity date is August 14, 2016. The note is convertible into shares of our common stock at the price of $.10 per share.
On August 14, 2015, we entered into a promissory note, whereby we are obligated to pay Ann Noble the sum of $25,000 plus interest at the rate of 10%. Under the terms of the amended note, the notes maturity date is August 14, 2016. The note is convertible into shares of our common stock at the price of $.10 per share.
On August 15, 2015, we granted Edward and Patricia Sullivan 1,791,369 warrants in exchange for services rendered to us. The warrants may be exercised for a period of two years after the grant date.
On August 27, 2015, we amended an August 26, 2013 promissory note, whereby we are obligated to pay Craig Hetherington the sum of $100,000 plus interest at the rate of 15%. Under the terms of the amended note, the notes maturity date is August 26, 2016. The note is convertible into shares of our common stock at the price of $1.00 per share.
During September 2015, we issued 300,000 shares of our common stock and warrants to purchase 300,000 shares of our common stock in connection with the sale of 300,000 units.
On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we issued 2,000,000 restricted shares of stock with piggyback registration rights to Osprey for their services.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the nine month period ending September 30, 2015, we sold our rebranded and repackaged products under the brand name, NutraSpray. Our newly designed products are focused on providing retailers with a flexible merchandising approach by offering our product in three sizes, single, three day and thirty day. We believe by offering our product in multiple amounts, we promote trial and upsell to larger packages.
We also completed development of marketing and point of sale items that make our product easy to locate and distinguishable from other nutritional products.
In connection with our rebranded products, applied for trademark protection of our brand names NutraPro, NutraSpray and OralSpray.
18
Our products are sold through our new website at www.nutraspray.com. We plan to optimize traffic at our website with popular keywords, phrases and descriptive meta-tags to increase our visibility on keyword search page results and drive customers to our website. We utilize top search engines (e.g. Yahoo, Google and Bing) to conduct PPC (pay per click) campaigns to obtain prominent page placement by purchasing targeted keywords to increase traffic and order volume. Website orders are paid for upon order. Once an order is placed though our website, it is processed and delivered from our manufacturing facility to the customer using the shipping method selected at the customers expense.
In connection with our relaunched products we increased our staff in the second quarter of 2015 and presently our staff consists of:
·
Our Chief Executive Officer and President, Edgar Ward oversees our day to day operations and manufacturing facility,
·
Neal Catania, our Vice President works closely with Edgar Ward and provides us with approximately 42 hours per month of services,
·
6 full time employees who assist in our manufacturing facility,
·
3 sales staff employees, and
·
2 employees who provides clerical services.
Manufacturing
We manufacture, package, label and store 100% of our products at our 7,000 square foot facility located at 6601 Lyons Rd. L-6 Coconut Creek, Florida. Our products are non-addictive and delivered as oral sprays.
By manufacturing our own products, we believe that we maintain better control over product quality and availability while also reducing production costs.
Our manufacturing process generally consists of the following operations: (i) sourcing ingredients for products, (ii) warehousing raw ingredients, (iii) measuring ingredients for inclusion in products, and (iv) blending using automatic equipment.
The next step in the manufacturing process is bottling and packaging. This involves filling, capping, coding, labeling and placing the product in packaging with appropriate tamper-evident features. The product is then sent out for testing on each batch produced for microbial contaminants. Once cleared with a certificate of analysis the packaged product is sent to our customers.
The FDA requires companies manufacturing homeopathic medicines to have their facilities certified as Good Manufacturing Practices ("GMPs").
Our manufacturing facility has been fully compliant with its GMP certification. Our quality control program seeks to ensure the superior quality of our products and that they are manufactured in accordance with current GMPs.
Our processing methods are monitored closely to ensure that only quality ingredients are used to ensure product purity.
19
Periodically, we retain the services of outside GMP audit firms to assist in our efforts to comply with GMPs. In 2014, we used the services of ASI Food Safety Consultants, Inc., a GMP audit firm to assist us with our GMP compliance.
Sales
Our products are sold at retail locations in the U.S. We use the services of outside sales representatives who sell our products on a non-exclusive basis and are compensated based upon a percentage of the sales generated by them. Commissions range from 10% to 15%. We employ a sales staff of three employees.
Our Products
Our new packaging is focused on providing retailers with a flexible merchandising approach by offering our product in two sizes, single pack 10 serving and three packs 30 servings.
We believe by offering our product in multiple amounts, we promote trial and upsell to larger packages.
We currently offer the following products under our NutraSpray product line:
Sleep Support
Our Sleep Support contains Melatonin, GABA, and Valerian Root. The product is designed to promote relaxation and the quality of restful sleep. Melatonin, GABA and Valerian Root are non-habit forming.
Hair, Skin & Nails
HSN contains four essential nutrients including Biotin, MSM, Collagen and Horsetail. The formula is designed to support healthy hair, skin and nails in quick and effective oral spray.
Headache Relief
Our Headache Relief product contains Turmacin and is designed to act as a fast acting anti-inflammatory herbal pain relief product. Turmacin is a water extract of Turmeric.
Weight Loss
Our Weight Loss spray contains Garcina Cambogia and is designed to burn fat by blocking the enzyme, citrate lyase, which helps turn sugars and starches into fat. Our weight loss product is also designed to suppress the appetite, by increasing the level of satietysatisfaction received from foodmaking it easier to eat less.
20
Energy Boost with Vitamin B12
Our Energy Boost contains Vitamin B12 and is designed to help food you eat convert into energy.
Material Agreements
On August 27, 2015, we entered into a sales broker agency agreement with Strategic Business Systems LLC (SBS) whereby SBS agreed to act as our non-exclusive sales agent of our products in the U.S in exchange for a 15% commission of gross sales generated by SBS. The agreement has a term of one year and may be renewed annually at our option.
On July 1, 2015, we entered into an amendment of an agreement dated July 17, 2014, with Sullivan Media Group, Inc., a Nevada Corporation (SMG). The agreement requires SMG to provide us up to 40 hours of services per month beginning on November 1, 2014, and ending on November 1, 2019. The services include brand identity and imaging and marketing services. In exchange for these services, we are required to issue warrants to purchase 4,478,420 shares of our common stock.
On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015.
On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015.
On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015. We are in default of the agreement.
21
Item 6. Exhibits
Exhibit No.
Description
10.24
Sales Broker Agreement with Strategic Business Systems, LLC
10.25
Agreement with Sullivan Media
10.26
Warrant Agreement with Edward and Patricia Sullivan
10.27
Warrant Agreement with Michael Perog
10.28
Warrant Agreement with Mitsukp Takezawa
10.29
Amended Convertible Note dated August 27, 2015 with Craig Hetherington
10.30
Amended Convertible Note dated June 23, 2015 with Craig Hetherington
10.31
Convertible Note with James R. Stewart
10.32
Convertible Note with Ann Noble
10.33
Unit Subscription with G&C Investment Corp
10.34
Consulting Agreement with WT Consulting
10.35
Agreement with Peter Cianci
10.36
Agreement with Five Star Labs, LLC
10.37
Agreement with O Spray Capital/ Advisors
31.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002
* Filed herewith.
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
NutraFuels, Inc.
/s/ Edgar Ward
Name: Edgar Ward
Position: President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
(Duly Authorized, Principal Executive Officer and Principal Financial Officer)
Dated: December 17, 2015
23
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement"), made and entered into this 1st day of August, 2015 by and between NUTRAFUELS, (NTFU) a publicly traded for profit Florida corporation (the "Company"), and Peter Cianci, an individual (the "Consultant").
WITNESSETH
WHEREAS, the Company wishes to receive consulting services from Consultant from time to time and Consultant is willing to provide such consulting services, and Company and Consultant wish to enter into this Agreement to set forth the terms and conditions on which services will be provided.
NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:
1.
Engagement of Consultant. Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, as a general advisor and consultant to the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform such consulting duties as are reasonably assigned to him by the Company in regard to the business of the Company and its Subsidiaries ("Services"). Services will include new business development.
Services to be performed by Consultant hereunder shall, however, be subject to the limitation that Company will not require more than 1 day per week, on average, of consultants time under this contract, without the prior consent of Consultant. Consultant shall perform only such work under this agreement as is requested in writing by company.
2.
Consultant's Duties. Consultant will make himself available for general consultation at times by telephone or correspondence, and will be available to the Company for up to 1 day per week on mutually agreed dates and hours. The Company agrees to give Consultant reasonable notice of what services it desires and when it desires them to be performed. In that connection, the Company and Consultant agree to cooperate in resolving any scheduling problems that may arise with respect to Consultant being available at the times requested. Consultants will provide to company consulting services in regards to new business development.
3.1
Compensation for Services. The Company agrees to issue restricted shares on a deal by deal basis. The compensation listed in Section 3 is deemed fully earned at such time as the Consultant provides its services.
3.2 Company and Consultant acknowledge that Company may or may not be licensing certain intellectual property. Some communications between Company and Consultant may naturally
occur as a result of this relationship, and as such, as is mutually agreed by Consultant and Company, shall not be compensable or rights therein to Consultant under this paragraph.
3.3 The parties acknowledge that in the event that the Company requires, and if consultant so agrees, consultant will take on expanded duties. In that event another or supplemental agreement will be negotiated at that time outlining the expanded duties and compensation Company will provide to Consultant for performance of such expanded duties.
Securities Matter
ii Exemption and limitations on Resale
The offer and sale of the securities by the Company to Consultant is exempt from the 1933 ACT and the Company has compiled and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with the legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THE CERTIFIACTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED"
iii Rule 144 and Resale
Upon Consultant informing Company in writing that it intends to sell or transfer all or any portion of the securities that are eligible for resale under rule 144 promulgated under the 1933 ACT, the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of Consultant that the company is in compliance with the Rule 144 current public information requirements to enable Consultant to sell such person's securities under Rule 144, and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company's Transfer Agent for registrations or transfer in connection with the sales theretofore made in compliance with the securities laws. The company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such securities to the transferee. All costs of such transfer shall be born by the Company including the cost of any legal opinion. The Company shall fully comply with any and all federal and state securities laws, rules and regulations governing the issuance of any such Securities of common stock or the resale by Consultant.
4.
Term. The term of this Agreement (the "Term") shall begin on the date of this Agreement and expire one (1) year thereafter; provided that it may be extended by mutual
Page 1
agreement in writing for additional terms, or as designated by both parties and may be terminated during the Term as provided in Section 6 hereof.
5.
Duties of Consultant Relating to Consulting Services. Consultant shall at all times be acting and performing hereunder as an independent contractor. In connection with the performance by Consultant of Services, the Company shall not have or exercise any control or direction over the Services performed by Consultant, and will not in any way supervise or control his activities. Consultant shall perform all of the Services herein provided for relying on his own experience, knowledge, judgment and techniques. Consultant shall not, in the performance of his duties, be managed by the Company. Consultant will not be acting as the employee, agent, partner, servant or representative of the Company, and Consultant will not have any authority to bind the Company or any subsidiary of the Company in any manner.
6.
Termination of Agreement. Notwithstanding that the Term shall not have been completed, the Company may terminate this Agreement (a) upon the death of Consultant, (b) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days, or (c) by delivery by the Company to Consultant, 30 days written notice of termination.
7.
Confidential Information. Consultant agrees that, during the Term and at all times after the termination of this Agreement for whatever reason, he will treat as confidential and maintain in confidence all information relating to the business of the Company, including without limitation the areas of research and investigation that the Company is or has been pursuing, the Companys business plans, the identity of the customers, suppliers, and joint researchers of the Company, the Company's arrangements with such parties, and technical data relating to the Company's products, services and research, trade secrets of Company and communications with or from Company which have been designated as confidential. In addition, Consultant agrees that, without the prior written approval of the Company, he will not disclose any such information at any time to any person, corporation, or other entity except authorized personnel of the Company. Upon the termination of this Agreement for any reason, Consultant will not take or retain any records, files or other documents, or copies thereof, relating in any way to the business operations of the Company or any subsidiary of the Company.
8.
Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Florida.
8.2 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this
Page 2
Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
8.3 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorneys fees and experts fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved. Company agrees that any arbitration proceedings will be conducted in the State of Florida
8.4 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach
9.
Assignability. The Company shall have the right to assign this Agreement to any subsidiary or successor of the Company and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against said assigns. The rights, benefits and obligations of Consultant under this Agreement are personal to him, and no such rights, benefits or obligations shall be subject to voluntary or involuntary alienation, assignment or transfer.
10.
Exclusivity. Consultant agrees that he will not consult for or assist any person or entity in regard to NutraFuels business model for a period of one year following the date of this agreement, without the written consent of Company. This provision shall survive the termination of this agreement for any reason.
11.
Consideration. The parties to this agreement hereby acknowledge the adequacy and sufficiency of consideration for entering into this agreement.
12.
Inconsistent Obligations. Consultant represents that he has no obligations that are inconsistent with those of this agreement.
13.
Modifications and Waiver. This Agreement shall not be amended or modified except by written instrument executed by the Company and Consultant. The failure of the Company or Consultant to insist upon strict performance of any provision hereof shall not constitute a waiver of, or estoppel against asserting, the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.
Page 3
14. Indemnification. The Company agrees to indemnify defend and release and hold harmless Consultant against any losses, liabilities, damages, deficiencies, costs or expenses ( including interest, penalties, and reasonable attorney fees and disbursements) based upon, arising out of or otherwise resulting from the relationship between Consultant and the Company and /or arising from this agreement. In the event that Consultant determines it is entitled to indemnification, Consultant shall give notice as reasonably practicable to the Company of any action, suit, proceeding or investigation or threat thereof in respect of which Consultant may seek indemnity hereunder; provided, however, failure to so notify the Company shall not relieve Consultant from any liability that it may have under this Agreement. Upon such notification, the Company shall pay all costs and fees and expenses for the defense of such action. Consultant shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Company with retainer fees paid in advance by the Company as requested by any law firm selected by Consultant.
15.
Facsimile acceptance. A signature to this agreement, transmitted by one signatory to the other by facsimile or other electronic transmission shall be recognized as a valid acceptance of this agreement.
16. Location Of Services Consultants services shall be performed at Consultants main office location or other such designated location as Consultant deems the most advantageous for the services to be performed.
17. Expenses. The Company shall be solely responsible for paying all third party fees and expenses, including but not limited to: attorneys, accountants, auditors, blue sky service and filing fees, SEC filing fees, stock exchange fees, transfer agent fees, EDGAR filer fees, DTC fees, printing costs and S&P fees, Press Releases, and any other fees deemed necessary by consultant. In addition the Company will reimburse Consultant for all reasonable expenses incurred, including but not limited to: travel expenses, overnight package and mailing services upon presentation of appropriate evidence of such expenses; provided, however, that any expenses in excess of $250 shall be approved in writing by the Company before they are incurred by the Consultant.
18.
Notices. Any Notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail or delivered personally, by responsible overnight carrier or by email/fax, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by responsible overnight carrier or confirmed fax /email, in each case addressed to a party. The addresses for such communications shall be
If to the Company:
Edgar Ward
6601 Lyons Road
Suite L-6
Coconut Creek, FL 33073
Page 4
By email: edgar@nutrafuels.com
If to the Consultant:
Peter Cianci
6210nWiles Rd. #104
Coral Sprins FL.33067
By email: pcianci@gmail.com
19.
Authority
The Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully the obligations hereunder including approval by the Board of Directors of the Company. This Agreement has been duly executed and delivered and is the valid and binding obligation of the Company enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency, or other similar laws generally affecting the enforcement of creditors' rights. The Company represents that except with respect to existing Company Information and properly licensed materials, the performance, distribution, or use of anticipated materials will not violate the rights of any third parties. The execution and delivery of this Agreement and the other agreements contemplated hereunder, and the consummation of the transactions contemplated hereby and thereby, and the performance by the Company of this Agreement, in accordance with their respective terms and conditions, will not:
a.
Require the approval or consent of any foreign, federal, state, county, local, or other
governmental or regulatory body or the approval or consent of any other person;
b.
Conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under any order, judgment, or decree applicable to the Company, or any instrument, contract, or other agreement to which the Company is a party or by or to which the Company is bound or subject
20
Law and Arbitration
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts executed and performed in such State, without giving effect to conflict of law principles. All controversies, claims and matters of difference arising between the parties under this Agreement shall be submitted to either litigation in a court of law in the State of Florida , Dade County or binding arbitration in Dade County, Florida ,whichever venue the
Page 5
Consultant sees fit. If Arbitration is decided it will prevail under the Commercial Arbitration Rules of the American Arbitration Association (the AAA) from time to time in force (to the extent not in conflict with the provisions set forth herein). This agreement to arbitrate shall be specifically enforceable under applicable law in any court of competent jurisdiction. Notice of the demand for arbitration shall be filed in writing with the other parties to this Agreement and with the AAA. Once the arbitral tribunal has been constituted in full, a hearing shall be held and an award rendered as soon as practicable. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and the parties are not making progress toward a resolution. In no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter would be barred by the applicable contractual or other statutes of limitations. The parties shall have reasonable discovery rights as determined by the arbitration. The award rendered by the arbitrators shall be final and judgment may be entered in accordance with applicable law and in any court having jurisdiction thereof. The decision of the arbitrators shall be rendered in writing and shall state the manner in which the fees and expenses of the arbitrators shall be borne. In any arbitration, action, lawsuit or proceeding brought to enforce or interpret the provisions of this Agreement and/or arising out of or relating to any dispute between the parties, the prevailing party with respect to each specific issue in a matter shall be entitled to recover all of his or its costs and expenses relating to such issue (including without limitation, reasonable attorneys fees and disbursements) in addition to any other relief to which such party may been titled. Without waiving any of the requirements of this paragraph, Company hereby consents to the jurisdiction of the state and federal courts of Dade County, Florida, and waives any objection based on lack of personal jurisdiction, venue, or forum nonconveniens, as to any claim or cause of action, whether in law or equity, arising out of or relating to this Agreement
21
Attorney Fees
In the event either party is in default of the terms or conditions of this Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including all costs, reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition
22.
No Impairment.
The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants referenced in Section 3 but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Consultant against impairment.
23.
Waivers
Page 6
No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. Nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in or breach by any other party of any representation, warranty, covenant or Agreement contained in this Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or Agreement contained in this Agreement (or in any other Agreement between the parties) as to which there is no inaccuracy or breach.
24.
Severability
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction
25.
Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. In the event any signature is delivered by facsimile transmission, the party using such means of delivery shall cause the manually executed Execution Page(s) hereof to be physically delivered to the other party within five (5) days of the execution hereof, provided that the failure to so deliver any manually executed Execution Page shall not affect the validity or enforceability of this Agreement.
26.
Failure
In the event the Company brings any action against Consultant for breach of this Agreement, Consultants entire liability to the Company shall not exceed the fees paid to Consultant hereunder. In no event shall Consultant be liable to the Company or any other party for any indirect, special or consequential damages, nor for any claim against the Company by any person or entity arising from or in any way related to this Agreement.
27.
Further Assurances
Page 7
The Company shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby
IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.
Consultant:
___________________________________________ August 1st 2015
Peter Cianci
Company:
__________________________________________ August 1st 2015 Edgar Ward
C.E.O.
NUTRAFUELS Inc.
Page 8
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement"), made and entered into this 1st day of August, 2015 by and between NUTRAFUELS, (NTFU) a publicly traded for profit Florida corporation (the "Company"), and Five Star labs LLC, a Florida Limited Liability Company (the "Consultant").
WITNESSETH
WHEREAS, the Company wishes to receive consulting services from Consultant from time to time and Consultant is willing to provide such consulting services, and Company and Consultant wish to enter into this Agreement to set forth the terms and conditions on which services will be provided.
NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:
1.
Engagement of Consultant. Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, as a general advisor and consultant to the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform such consulting duties as are reasonably assigned to him by the Company in regard to the business of the Company and its Subsidiaries ("Services"). Services will include new business development.
Services to be performed by Consultant hereunder shall, however, be subject to the limitation that Company will not require more than 1 day per week, on average, of consultants time under this contract, without the prior consent of Consultant. Consultant shall perform only such work under this agreement as is requested in writing by company.
2.
Consultant's Duties. Consultant will make himself available for general consultation at times by telephone or correspondence, and will be available to the Company for up to 1 day per week on mutually agreed dates and hours. The Company agrees to give Consultant reasonable notice of what services it desires and when it desires them to be performed. In that connection, the Company and Consultant agree to cooperate in resolving any scheduling problems that may arise with respect to Consultant being available at the times requested. Consultants will provide to company consulting services in regards to new business development.
3.1
Compensation for Services. The Company agrees to issue restricted shares on a deal by deal basis. The compensation listed in Section 3 is deemed fully earned at such time as the Consultant provides its services.
3.2 Company and Consultant acknowledge that Company may or may not be licensing certain intellectual property. Some communications between Company and Consultant may naturally occur as a result of this relationship, and as such, as is mutually agreed by Consultant and Company, shall not be compensable or rights therein to Consultant under this paragraph.
3.3 The parties acknowledge that in the event that the Company requires, and if consultant so agrees, consultant will take on expanded duties. In that event another or supplemental agreement will be negotiated at that time outlining the expanded duties and compensation Company will provide to Consultant for performance of such expanded duties.
Securities Matter
ii Exemption and limitations on Resale
The offer and sale of the securities by the Company to Consultant is exempt from the 1933 ACT and the Company has compiled and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with the legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THE CERTIFIACTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED"
iii Rule 144 and Resale
Upon Consultant informing Company in writing that it intends to sell or transfer all or any portion of the securities that are eligible for resale under rule 144 promulgated under the 1933 ACT, the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of Consultant that the company is in compliance with the Rule 144 current public information requirements to enable Consultant to sell such person's securities under Rule 144, and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company's Transfer Agent for registrations or transfer in connection with the sales theretofore made in compliance with the securities laws. The company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such securities to the transferee. All costs of such transfer shall be born by the Company including the cost of any legal opinion. The Company shall fully comply with any and all federal and state securities laws, rules and regulations governing the issuance of any such Securities of common stock or the resale by Consultant.
Page 1
4.
Term. The term of this Agreement (the "Term") shall begin on the date of this Agreement and expire one (1) year thereafter; provided that it may be extended by mutual agreement in writing for additional terms, or as designated by both parties and may be terminated during the Term as provided in Section 6 hereof.
5.
Duties of Consultant Relating to Consulting Services. Consultant shall at all times be acting and performing hereunder as an independent contractor. In connection with the performance by Consultant of Services, the Company shall not have or exercise any control or direction over the Services performed by Consultant, and will not in any way supervise or control his activities. Consultant shall perform all of the Services herein provided for relying on his own experience, knowledge, judgment and techniques. Consultant shall not, in the performance of his duties, be managed by the Company. Consultant will not be acting as the employee, agent, partner, servant or representative of the Company, and Consultant will not have any authority to bind the Company or any subsidiary of the Company in any manner.
6.
Termination of Agreement. Notwithstanding that the Term shall not have been completed, the Company may terminate this Agreement (a) upon the death of Consultant, (b) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days, or (c) by delivery by the Company to Consultant, 30 days written notice of termination.
7.
Confidential Information. Consultant agrees that, during the Term and at all times after the termination of this Agreement for whatever reason, he will treat as confidential and maintain in confidence all information relating to the business of the Company, including without limitation the areas of research and investigation that the Company is or has been pursuing, the Companys business plans, the identity of the customers, suppliers, and joint researchers of the Company, the Company's arrangements with such parties, and technical data relating to the Company's products, services and research, trade secrets of Company and communications with or from Company which have been designated as confidential. In addition, Consultant agrees that, without the prior written approval of the Company, he will not disclose any such information at any time to any person, corporation, or other entity except authorized personnel of the Company. Upon the termination of this Agreement for any reason, Consultant will not take or retain any records, files or other documents, or copies thereof, relating in any way to the business operations of the Company or any subsidiary of the Company.
8.
Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Florida.
Page 2
8.2 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
8.3 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorneys fees and experts fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved. Company agrees that any arbitration proceedings will be conducted in the State of Florida
8.4 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach
9.
Assignability. The Company shall have the right to assign this Agreement to any subsidiary or successor of the Company and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against said assigns. The rights, benefits and obligations of Consultant under this Agreement are personal to him, and no such rights, benefits or obligations shall be subject to voluntary or involuntary alienation, assignment or transfer.
10.
Exclusivity. Consultant agrees that he will not consult for or assist any person or entity in regard to NutraFuels business model for a period of one year following the date of this agreement, without the written consent of Company. This provision shall survive the termination of this agreement for any reason.
11.
Consideration. The parties to this agreement hereby acknowledge the adequacy and sufficiency of consideration for entering into this agreement.
12.
Inconsistent Obligations. Consultant represents that he has no obligations that are inconsistent with those of this agreement.
13.
Modifications and Waiver. This Agreement shall not be amended or modified except by written instrument executed by the Company and Consultant. The failure of the Company or Consultant to insist upon strict performance of any provision hereof shall not constitute a waiver of, or estoppel against asserting, the right to require such performance in the
Page 3
future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.
14. Indemnification. The Company agrees to indemnify defend and release and hold harmless Consultant against any losses, liabilities, damages, deficiencies, costs or expenses ( including interest, penalties, and reasonable attorney fees and disbursements) based upon, arising out of or otherwise resulting from the relationship between Consultant and the Company and /or arising from this agreement. In the event that Consultant determines it is entitled to indemnification, Consultant shall give notice as reasonably practicable to the Company of any action, suit, proceeding or investigation or threat thereof in respect of which Consultant may seek indemnity hereunder; provided, however, failure to so notify the Company shall not relieve Consultant from any liability that it may have under this Agreement. Upon such notification, the Company shall pay all costs and fees and expenses for the defense of such action. Consultant shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Company with retainer fees paid in advance by the Company as requested by any law firm selected by Consultant.
15.
Facsimile acceptance. A signature to this agreement, transmitted by one signatory to the other by facsimile or other electronic transmission shall be recognized as a valid acceptance of this agreement.
16. Location Of Services Consultants services shall be performed at Consultants main office location or other such designated location as Consultant deems the most advantageous for the services to be performed.
17. Expenses. The Company shall be solely responsible for paying all third party fees and expenses, including but not limited to: attorneys, accountants, auditors, blue sky service and filing fees, SEC filing fees, stock exchange fees, transfer agent fees, EDGAR filer fees, DTC fees, printing costs and S&P fees, Press Releases, and any other fees deemed necessary by consultant. In addition the Company will reimburse Consultant for all reasonable expenses incurred, including but not limited to: travel expenses, overnight package and mailing services upon presentation of appropriate evidence of such expenses; provided, however, that any expenses in excess of $250 shall be approved in writing by the Company before they are incurred by the Consultant.
18.
Notices. Any Notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail or delivered personally, by responsible overnight carrier or by email/fax, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by responsible overnight carrier or confirmed fax /email, in each case addressed to a party. The addresses for such communications shall be
If to the Company:
Edgar Ward
Page 4
6601 Lyons Road
Suite L-6
Coconut Creek, FL 33073
By email: edgar@nutrafuels.com
If to the Consultant:
Five Star labs LLC
Eric caprarese
5 Star Labs LLC
tax id: 45-3644263
3330 ne 190th street #2815
Aventura, FL 33480
By email: ericcaprarese@juno.com
19.
Authority
The Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully the obligations hereunder including approval by the Board of Directors of the Company. This Agreement has been duly executed and delivered and is the valid and binding obligation of the Company enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency, or other similar laws generally affecting the enforcement of creditors' rights. The Company represents that except with respect to existing Company Information and properly licensed materials, the performance, distribution, or use of anticipated materials will not violate the rights of any third parties. The execution and delivery of this Agreement and the other agreements contemplated hereunder, and the consummation of the transactions contemplated hereby and thereby, and the performance by the Company of this Agreement, in accordance with their respective terms and conditions, will not:
a.
Require the approval or consent of any foreign, federal, state, county, local, or other
governmental or regulatory body or the approval or consent of any other person;
b.
Conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under any order, judgment, or decree applicable to the Company, or any instrument, contract, or other agreement to which the Company is a party or by or to which the Company is bound or subject
20
Law and Arbitration
Page 5
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts executed and performed in such State, without giving effect to conflict of law principles. All controversies, claims and matters of difference arising between the parties under this Agreement shall be submitted to either litigation in a court of law in the State of Florida , Dade County or binding arbitration in Dade County, Florida ,whichever venue the Consultant sees fit. If Arbitration is decided it will prevail under the Commercial Arbitration Rules of the American Arbitration Association (the AAA) from time to time in force (to the extent not in conflict with the provisions set forth herein). This agreement to arbitrate shall be specifically enforceable under applicable law in any court of competent jurisdiction. Notice of the demand for arbitration shall be filed in writing with the other parties to this Agreement and with the AAA. Once the arbitral tribunal has been constituted in full, a hearing shall be held and an award rendered as soon as practicable. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and the parties are not making progress toward a resolution. In no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter would be barred by the applicable contractual or other statutes of limitations. The parties shall have reasonable discovery rights as determined by the arbitration. The award rendered by the arbitrators shall be final and judgment may be entered in accordance with applicable law and in any court having jurisdiction thereof. The decision of the arbitrators shall be rendered in writing and shall state the manner in which the fees and expenses of the arbitrators shall be borne. In any arbitration, action, lawsuit or proceeding brought to enforce or interpret the provisions of this Agreement and/or arising out of or relating to any dispute between the parties, the prevailing party with respect to each specific issue in a matter shall be entitled to recover all of his or its costs and expenses relating to such issue (including without limitation, reasonable attorneys fees and disbursements) in addition to any other relief to which such party may been titled. Without waiving any of the requirements of this paragraph, Company hereby consents to the jurisdiction of the state and federal courts of Dade County, Florida, and waives any objection based on lack of personal jurisdiction, venue, or forum nonconveniens, as to any claim or cause of action, whether in law or equity, arising out of or relating to this Agreement
21
Attorney Fees
In the event either party is in default of the terms or conditions of this Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including all costs, reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition
22.
No Impairment.
The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
Page 6
of the Warrants referenced in Section 3 but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Consultant against impairment.
23.
Waivers
No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. Nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in or breach by any other party of any representation, warranty, covenant or Agreement contained in this Agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or Agreement contained in this Agreement (or in any other Agreement between the parties) as to which there is no inaccuracy or breach.
24.
Severability
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction
25.
Counterparts.
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. In the event any signature is delivered by facsimile transmission, the party using such means of delivery shall cause the manually executed Execution Page(s) hereof to be physically delivered to the other party within five (5) days of the execution hereof, provided that the failure to so deliver any manually executed Execution Page shall not affect the validity or enforceability of this Agreement.
26.
Failure
In the event the Company brings any action against Consultant for breach of this Agreement, Consultants entire liability to the Company shall not exceed the fees paid to Consultant hereunder. In no event shall Consultant be liable to the Company or any other party for any
Page 7
indirect, special or consequential damages, nor for any claim against the Company by any person or entity arising from or in any way related to this Agreement.
27.
Further Assurances
The Company shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby
IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.
Consultant:
___________________________________________ August 1st 2015
Eric Caprarese
Managing Director
Five Star labs LLC
Company:
__________________________________________ August 1st 2015 Edgar Ward
C.E.O.
NUTRAFUELS Inc.
Page 8
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Edgar Ward, certify that:
1. I have reviewed this quarterly report on Form 10-Q of NutraFuels, Inc.., for the period ending 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls 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 quarterly 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 registrants 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;
|
|
|
|
| d)
| disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting;
|
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function):
| | | | | |
| | | | | |
|
|
|
|
|
|
|
|
|
| a)
| all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants 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 registrants internal controls over financial reporting.
|
Date: December 16, 2015
| By:
| /s/ Edgar Ward
|
|
| Edgar Ward
President, Chief Executive Officer, Acting Chief Financial Officer and Treasurer (Principal Executive Officer and Principal Financial Officer)
|
SECTION 906 CERTIFICATION
NutraFuels, Inc.
I certify that, to the best of my knowledge and belief, the Quarterly Report on Form 10-Q of NutraFuels, Inc. for the period ending September 30, 2015 (the Report):
(1) 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 operations of NutraFuels, Inc.
/s/ Edgar Ward
Edgar Ward
Chief Executive Officer, Principal Financial Officer & Principal Accounting Officer
December 16, 2015
CONSULTING ADVISORY SERVICES AGREEMENT
THIS CONSULTING ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into and is effective as of the 1st day of October 2015, by and between Osprey Capital Advisors, LLC, a Florida limited liability company (the “Consultant”) and Nutrafuels, Inc., a Florida cor- poration with principal offices located at 6601 Lyons Road, Suite L-6, Coconut Creek, FL 33073. The Consultant and the Company are sometimes individually referred to herein as a “Party,” and collectively as the “Parties.”
WHEREAS, the Company desires to engage the Consultant to provide the Company with advi- sory and consulting services pertaining to financial and investor relations in accordance with the terms and conditions set forth herein; and
WHEREAS, the Consultant, which is regularly engaged and experienced in providing such types of services to public companies such as the Company, desires to be engaged by and provide such services to the Company on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby ac- knowledged, the Parties hereby agree as follows:
1.
Purpose. The Company hereby engages the Consultant on a non-exclusive basis for the Term, as defined under Section 4 below, to render advisory and consulting services to the Company re- lating to financial and investor relations upon the terms and conditions set forth herein.
2.
Description of Advisory and Consulting Advisory Services.
2.1
The Consultant shall, generally, on a non-exclusive basis, as an advisor and consultant, pro- vide the Company with the following advisory and consulting services (the “Services”):
2.1.1
Assist the Company in marketing and improving its corporate presence to better enable the Company to raise capital to fund its operations through private placements, public offerings or otherwise;
2.1.2
Work with, and report directly to, the Company’s Chief Executive Officer to provide re- ports, projections or assessments to enhance and strengthen the Company’s market presence, provided such reports, projections or assessments are expressly requested by the Company in writing to the Consultant during the Term of this Agreement.
2.1.3
Review the Company’s business plan and corporate strategy, and provide advice relating thereto;
1
of 9
CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC
_E W_
1.1.1
Meet with the Company’s management and any other persons deemed appropriate by the Consultant or the Company, to review the Company’s long-term and short- term financing and growth objectives; and
1.1.2
Advise the Company regarding its business and financial strategy and efforts taken by the Company in developing investor interest in the Company.
2.2 The Parties agree that the Consultant shall have the right, but not the obligation, to utilize any one or more other persons and/or entities to assist the Consultant in performing the Services de- scribed in this Section 2, as the Consultant deems appropriate, provided that the Parties hereto agree that the Consultant shall bear and assume all costs and responsibilities in connection with it utilizing any one or more of such other persons and/or entities to assist the Consultant in per- forming the Services. In connection therewith, the Consultant shall take reasonable efforts to en- sure that any person and/or entity utilized by the Consultant to undertake any of the Services shall maintain any and all information and documents concerning the Company provided by the Company and/or the Consultant to such person or entity as confidential and not utilize the infor- mation for any purpose other than as listed in Sections 1 and 2 of this Agreement during or after the Term of this Agreement, or its earlier expiration, other than to assist the Consultant in per- forming its obligations pursuant hereto.
2.
Compensation. In consideration for the Services described under Section 2 of this Agreement, the Company hereby agrees to pay to the Consultant, and the Consultant hereby agrees to accept from the Company, Two Million (2,000,000) restricted shares of stock with piggyback registra- tion rights is to be issued in the name of The Consultant upon signing of this agreement, due and payable in two traunches. One Million (1,000,000) upon execution of this Agreement; And, One Million (1,000,000) due in Sixty (60) days. Additionally, Fifty Thousand Dollars ($50,000USD) Cash, Twenty-Five thousand dollars ($25,000USD) due and payable upon execution of this agreement, Twenty-Five Thousand dollars ($25,000USD) due and payable 30 days after execu- tion of this agreement. The payment to the Consultant under this Section 3 shall deemed earned in full within Seven (7) calendar days of the execution of this Agreement. In addition to the fore- going, the Company shall reimburse the Consultant for any and all actual, reasonable, out-of- pocket expenses for travel in connection with the Consulting Services performed under this Agreement, provided that the Company must approve all expenditures exceeding Five Hundred Dollars ($500.00). The Consultant shall submit accurate and complete supporting documents for reimbursement of such expenses and shall follow any policies, requirements or reasonably in- structions directed by the Company in connection with such expenses.
3.
Term. The term (the “Term”) of this Agreement shall be for a period of One hundred eighty
(180) calendar days from the date first set forth above, subject to its earlier termination for any reason or no reason by either Party upon Thirty (30) calendar days’ prior written notice (except
1
of 9
CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC
E W
as provided in the immediate following sentence). Notwithstanding the foregoing, the Consultant may not terminate this Agreement if the Consultant has been timely compensated by the Compa- ny pursuant to Section 3 above. Any termination of this Agreement for any reason, or no reason, shall not have any effect on the obligation of the Company to reimburse the Consultant for any costs and expenses, if any, previously approved, by the Company in writing, or the obligation of the Consultant to preserve and hold and to cause its employees and agents to hold all informa- tion, in whatever form, provided by the Company not otherwise previously made public by the Company in trust and confidence for the benefit of the Company, and to not use any of such in- formation for any purpose whatsoever after the termination of this Agreement.
1.
Representations of the Consultant. The Consultant represents and warrants to the Company as of the date hereof as follows:
1.1
Authority. The Consultant is a limited liability company duly organized, validly existing and in good standing under the laws of the state in which it is organized. The Consultant has all req- uisite power and authority to execute,
deliver and perform all of its obligations under this Agreement. The Consultant’s execution, de- livery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of the Consultant, and no third party consent or authorization is needed on the part of the Consultant to execute, deliver and perform all of its obligations hereunder. The Agreement constitutes the legal, valid and binding obligation of the Consultant enforceable in accordance with its terms against the Consultant except as may be limited by laws affecting the enforcement of creditors’ rights or equitable principles generally.
1.2
No Restrictions Against Performance. Neither the execution, delivery or performance of this Agreement by the Consultant will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any lien or condition under: (i) any and all organizational documents of the Consultant, including its articles of organization, as same may be amended, operating agreement, as same may be amended; (ii) any federal, state or local law, statue, ordi- nance, rule or regulation which may be applicable to the Consultant; (iii) any contract, instru- ment or agreement by which the Consultant is bound; (iv) any order, judgment, writ, injunction, decree, license, permit or other authorization of any federal, state or local court, governmental agency or quasi-governmental agency by which the Consultant is or may be bound or subject.
1.3
Release of Information about the Company; Related Matters. The Consultant shall not release any financial or other information or date about the Company without the express prior consent and approval of the Company, which consent and approval shall only be evidenced by the signa- ture of the Company’s President or Chief Executive Officer on such release. Notwithstanding the foregoing, the Consultant may disclose information pursuant to any judicial order, requirement
CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC
of a governmental agency or by operation of law. The Consultant shall not conduct any meetings with any prospective financial investors without the express prior consent and approval of the Company of the proposed meeting and the format or agenda of such meeting, in which case, if approved, the Company may elect to have a representative attend such meeting.
1.4
Regulatory Matters. Neither the Consultant nor any of its managers, officers, directors, mem- bers or affiliates nor any person or entity with whom the Consultant may seek assistance in per- forming its duties hereunder is subject to any action, proceeding, investigation or inquiry by any federal and/ or state regulatory authority or quasi-regulatory authority nor is any such action, proceeding, investigation or inquiry pending or, to the best knowledge of the Consultant, threat- ened against the Consultant and/or any of its managers, officers, directors, members, or affiliates nor any person or entity with whom the Consultant may seek assistance in performing its duties hereunder
2.
Representations of the Company. The Company represents and warrants to the Consultant as of the date hereof as follows:
2.1
Authority. The Company is a corporation duly organized, validly existing and in good stand- ing under the laws of the state in which it is incorporated. The Company has all requisite power and authority to execute, deliver and perform all of its obligations under this Agreement. The Company’s execution, delivery and performance of this Agreement have been duly and validly- authorized by all necessary action on the part of the Company, and no third party consent or au- thorization is needed on the part of the Company to execute, deliver and perform all of its obliga- tions hereunder. This Agreement constitutes the legal, valid and binding obligation of the Com- pany enforceable in accordance with its terms against the Company except as may be limited by laws affecting the enforcement of creditors’ rights or equitable principles generally.
2.2
No Restrictions Against Performance. Neither the execution, delivery or performance of this Agreement by the Company will, with or without the giving of notice or the passage of time, or both, violate any provisions of, conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any lien or condition under: (i) any and all organizational documents of the Company, including its articles of incorporation, as same may be amended, or bylaws, as same may be amended; (ii) any federal, state or local law, statue, ordinance, rule or regulation which may be applicable to the Company; (iii) any contract, instrument or agreement by which the Company is bound; (iv) any order, judgment, writ, injunction, decree, license, per- mit or other authorization of any federal, state or local court, governmental agency or quasi-gov- ernmental agency by which the Company is or may be bound or subject.
2.3
Representation. The Company acknowledges that, to the best of its knowledge, the Company is not the subject of any investigation, claim, decree or judgment involving any violation of the rules promulgated by the Securities and Exchange Commission or securities laws. The Compa-
CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC
ny further acknowledges that, to the best of its knowledge, the Consultant is not a Securi- ties Broker Dealer or a Registered Investment Advisor. The Company acknowledges that, to the best of its knowledge, it has not violated any rule or provision of any regulatory agency hav- ing jurisdiction over the Company.
3.
Obligations of Company. The Company shall provide the Consultant with a copy of all avail- able Company documents, internal and confidential business plans, corporate strategy memoran- dums, and all related reports, schedules, exhibits, and all related documentation reasonably need- ed by the Consultant for the tasks assigned to the Consultant and described in Section 2 of this Agreement. The Company agrees that all information and documents that it provides the Consul- tant regarding the Company (the “Company Documents”) at the inception of this Agreement and at all times thereafter, will be accurate and complete and that the Company will, at all times during the Term of this Agreement, assume and retain an obligation to promptly and without de- lay update and correct all information and documents provided to the Consultant and provide the Consultant with copies of all press releases, public statements, filings, and all other disclosures that it makes so as to ensure that the Consultant does not use or employ any information regard- ing the Company that is inaccurate or incomplete in any material respect. The obligations im- posed on the Company under this Section 7 are to be broadly construed.
4.
Company Documentation/Information. The Company agrees that it shall, at all times during the Term of this Agreement, assume full responsibility to provide the Consultant with accurate and complete Company Documents and information regarding the Company and its affairs, prospects and plans, to the extent necessary for the Consultant to provide its Services under Sec- tion 2 above.
5.
Matter of Confidentiality and Proprietary Information. It is understood and agreed that, in the course of providing the Services hereunder and through the activities contemplated by this Agreement, the Consultant on behalf of itself and on behalf of all of the Consultant’s employees and agents, agrees to keep and hold, and to cause its employees and agents to keep and to hold any and all information, in whatever form, provided by the Company not otherwise previously made public by the Company in trust and confidence for the benefit of the Company, and to not use any such information for any purpose during or after the Term of this Agreement, or its earli- er expiration, other than in furtherance of the Consultant performing its duties hereunder. Upon request of the Company, the Consultant shall promptly return, and shall cause its employees and agents to promptly return to the Company all printed information provided by the Company in whatever form, including e-mail correspondence, and in addition, notes in whatever form made by the Consultant, its employees, and agents concerning the Company, and not retain any copies thereof.
6.
CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC
Indemnification. Each of the Parties hereto agrees to indemnify and hold harmless the other Party and its officers, directors, employees, agents, affiliates and equity owners from and against any and all claims, demands, actions, suits, proceedings, losses, damages (including reasonable attorneys’ fees and costs) arising out of or relating to any breach by either Party of any of the terms and conditions of this Agreement or of any breach of their respective representations and warranties, and in the case of the Consultant, as a result of its gross negligence or intentional misconduct in disseminating information regarding the Company or otherwise in its provision of services to the Company under this Agreement.
7.
Independent Contractor Status.
7.1
The Consultant agrees and acknowledges that in performing the Services pursuant to this Agreement, the Consultant shall be acting as an independent contractor with respect to the Com- pany, and not as an employee, agent, partner or joint venturer of the Company. The Consultant, in its capacity as a hired consultant, shall be free to accept other assignments and undertake other activities on its own account or for the accounts of third parties, provided that such assignments or activities: (i) do not violate this Agreement or any other agreement between the Consultant and the Company; and (ii) do not compete directly or otherwise interfere directly with the busi- ness of the Company. The Consultant and the Company hereby acknowledge and agree that noth- ing in this Agreement constitutes a hiring or employment agreement. In no event shall Consultant have any power or authority to bind the Company in any manner. No form of joint venture, part- nership, or similar relationship between the Parties is intended or hereby created as a result of the entry into or performance by the Parties of this Agreement.
7.2
The Consultant shall bear sole responsibility for payment on behalf of itself of any federal, state or local income or employment tax or withholding, unemployment insurance, workers’ compensation insurance or liability insurance. The Consultant agrees to indemnify and hold the Company harmless with respect to all such payments claimed or assessed by any taxing authori- ty, including reasonable attorneys’ fees. The Consultant shall not be eligible to participate in any employee benefit plan or program of the Company, and the Consultant understands and agrees that the Consultant is not eligible for, and the Consultant hereby waives any claim to, wages, compensation incentives, health coverage or any other benefits provided to employees of the Company.
7.3
If at any time the Consultant’s status as an independent contractor is challenged, the Consul- tant agrees to give the Company immediate notice thereof and to cooperate fully with the Com- pany in defending such challenge, if so requested.
8.
Miscellaneous.
8.1
CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC
Relationship of Parties. This Agreement does not establish any partnership, joint venture, or other business entity or association between the
Parties and neither Party is intended to have any interest in the business or property of the other (other than in the case of the Consultant, becoming a shareholder in the Company).
8.2
Assignment. This Agreement and the rights and obligations of the Parties hereunder may not be assigned by either Party in whole or in part without the express prior written consent of the other Party hereto, which consent may be withheld without any liability to such Party, its offi- cers, directors, employees, agents, affiliates and equity owners.
8.3
Successors and Assigns. The provisions of this Agreement shall be deemed to obligate, ex- tend to and inure to the benefit of the successors of each of the Parties to this Agreement, if any, and permitted assigns, if any.
8.4
Survival of Representations, Warranties. Notwithstanding the termination of this Agree- ment, the representations and warranties of each of the Parties with respect to confidentiality matters under Section 9 and the indemnity provisions under Section 10 hereof shall survive the termination of this Agreement.
8.5
Waiver of Breach. The waiver by either Party of a breach of any provision of this Agree- ment by the other party shall not operate or be construed as a waiver of any subsequent breach by the other Party.
8.6
Notices. Any notice required or desired to be given under this Agreement or pursuant hereto shall be in writing and shall be deemed given and shall be effective upon actual receipt if deliv- ered by hand, or sent by certified or registered U.S. mail, postage prepaid, and return receipt re- quested, or by prepaid overnight express service, or via telecopier.
8.7
Entire Agreement; Execution in Counterparts. This Agreement contains the entire agreement of the Parties hereto as to the subject matter hereof and may be modified or changed only by an agreement in writing signed by the Party against whom enforcement of any modification or change is sought. If any provision of this Agreement is declared void, such provision shall be deemed severed by this Agreement, which shall otherwise remain in full force and effect. This Agreement may be executed in counterparts.
8.8
Title and Headings. Titles and headings to Sections and sub-paragraphs are for convenience of reference only and are not intended to effect the meaning or interpretation of this Agreement.
8.9
Expenses. Each of the Parties hereto agrees to bear its own costs, attorney’s fees and related expenses associated with the negotiation of this Agreement.
8.10
CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC
Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and con- strued solely in accordance with the laws of the State of New York, without giving effect to its conflict or choice of law principles. Jurisdiction and venue for any action and/or proceeding re- lating to or arising out of this Agreement shall be solely in the federal and/or state courts located in New York County, New York.
8.11
Term of this Agreement, the Company shall not circumvent or attempt to circumvent the Consultant and enter into any agreement or arrangement with any investor or source of capital or media contact made known to the Company by the Consultant or whom the Company learned of, directly or indirectly, from the Consultant.
CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC
IN WITNESS WHEREOF, the Parties have executed this Consulting Advisory Services Agree- ment as of the date first set forth above.
THE COMPANY:
Nutrafuels, Inc.
By:
Edgar Ward
Name:
Edgar Ward
Title:
President/CEO
THE CONSULTANT:
Osprey Capital Advisors, LLC
By:
Name:
Terence M. Taylor, Sr.
Title:
President
CONSULTING AGREEMENT- OSPREY CAPITAL ADVISORS, LLC
v3.3.1.900
X |
- DefinitionIf the value is true, then the document is an amendment to previously-filed/accepted document.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other".
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+ References
+ Details
Name: |
dei_EntityVoluntaryFilers |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.
+ References
+ Details
Name: |
dei_EntityWellKnownSeasonedIssuer |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
NutraFuels, Inc. - Condensed Balance Sheets - USD ($)
|
Sep. 30, 2015 |
Dec. 31, 2014 |
Current Assets: |
|
|
|
Cash |
|
$ 21,886
|
$ 25,053
|
Accounts receivable, net |
|
33,162
|
1,679
|
Inventory, net |
|
112,292
|
70,000
|
Prepaid expenses |
|
1,828,689
|
0
|
TOTAL CURRENT ASSETS |
|
1,996,029
|
96,732
|
Property, Plant and Equipment, net |
[1] |
240,509
|
248,963
|
Total Assets |
|
2,236,538
|
345,965
|
Current Liabilities: |
|
|
|
Accounts payable |
|
41,194
|
34,010
|
Accrued liabilities |
|
351,276
|
236,280
|
Convertible debt |
[2] |
791,411
|
617,840
|
Convertible debt, related party |
|
210,000
|
210,000
|
Notes payable |
[3] |
55,000
|
46,894
|
Notes payable, related party |
|
462,500
|
150,000
|
Derivative Liability |
|
275,000
|
|
Liability of stock to be issued |
|
107,900
|
|
Total Current Liabilities |
|
2,294,281
|
$ 1,295,024
|
Long Term Liabilities |
|
|
|
Convertible Debt |
[2],[4] |
63,184
|
|
Total Long Term Liabilities |
|
63,184
|
|
Total Liabilities |
|
$ 2,357,465
|
$ 1,295,024
|
Shareholders' Deficit |
|
|
|
Preferred stock |
[5] |
|
|
Common stock |
[6] |
$ 2,292
|
$ 2,228
|
Additional paid-in capital |
|
6,516,483
|
3,904,936
|
Accumulated Deficit |
|
(6,639,702)
|
(4,856,493)
|
TOTAL SHAREHOLDERS' DEFICIT |
|
(120,927)
|
(949,329)
|
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT |
|
$ 2,236,538
|
$ 345,695
|
|
|
X |
- DefinitionRepresents the monetary amount of Liability of stock to be issued, as of the indicated date.
+ References
+ Details
Name: |
fil_LiabilityOfStockToBeIssued |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionRepresents the monetary amount of Total Long Term Liabilities, as of the indicated date.
+ References
+ Details
Name: |
fil_LongTermLiabilities |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.15(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15(5)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
+ Details
Name: |
us-gaap_AccountsPayableCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFor an unclassified balance sheet, the amount due from customers or clients for goods or services that have been delivered or sold in the normal course of business, reduced to their estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.9) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.5) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 3 -Article 5
+ Details
Name: |
us-gaap_AccountsReceivableNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15(5)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.15(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
+ Details
Name: |
us-gaap_AccruedLiabilitiesCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionExcess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.30(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 31 -Article 5
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.18) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 12 -Article 7
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.9) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6801-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_Cash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)(2)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20 -Article 5
+ Details
Name: |
us-gaap_ConvertibleDebtCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying amount of long-term convertible debt as of the balance sheet date, net of the amount due in the next twelve months or greater than the normal operating cycle, if longer. The debt is convertible into another form of financial instrument, typically the entity's common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleDebtNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 55 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=51825145&loc=SL20226008-175313
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
+ Details
Name: |
us-gaap_DerivativeLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.6(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 35 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51655945&loc=d3e3927-108312
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_InventoryNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.32) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 25 -Article 7
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying amount as of the balance sheet date of expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time or when a triggering event occurs.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.10) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.10) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
+ Details
Name: |
us-gaap_PrepaidExpenseCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph a -Article 5
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 8 -Article 7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe cumulative amount of the reporting entity's undistributed earnings or deficit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.31(a)(3)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Statement of Financial Position - Parenthetical - $ / shares
|
Sep. 30, 2015 |
Dec. 31, 2014 |
Statement of Financial Position |
|
|
Preferred Stock, Par Value |
$ 0.0001
|
$ 0.0001
|
Preferred Stock, Shares Authorized |
10,000
|
10,000
|
Preferred Stock, Shares Issued |
1,000
|
1,000
|
Preferred Stock, Shares Outstanding |
1,000
|
1,000
|
Common Stock, Par Value |
$ 0.0001
|
$ 0.0001
|
Common Stock, Shares Authorized |
499,990,000
|
499,990,000
|
Common Stock, Shares Issued |
22,917,114
|
22,282,114
|
Common Stock, Shares Outstanding |
22,917,114
|
22,282,114
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StatementOfFinancialPositionAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
NutraFuels, Inc. - Condensed Statements of Operations - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement |
|
|
|
|
Revenue |
$ 47,018
|
$ 5,337
|
$ 123,328
|
$ 53,247
|
Cost of revenues |
36,761
|
88,332
|
105,705
|
144,098
|
Gross Profit (loss) |
10,257
|
(82,995)
|
17,623
|
(90,851)
|
Operating Expenses: |
|
|
|
|
Advertising and promotion |
15,720
|
72,612
|
197,016
|
263,859
|
Administrative salaries |
98,403
|
48,500
|
186,344
|
132,500
|
General and administrative |
575,379
|
180,022
|
1,031,426
|
542,144
|
Depreciation expense |
14,479
|
13,135
|
41,327
|
39,307
|
TOTAL OPERATING EXPENSES |
703,981
|
314,269
|
1,456,113
|
977,810
|
Other Income (Expense): |
|
|
|
|
Income from indebtedness |
|
|
|
7,956
|
Interest Income |
|
1
|
|
15
|
Interest Expense |
(86,380)
|
(102,621)
|
(344,718)
|
(256,641)
|
Loss Before Income Taxes |
$ (780,104)
|
$ (499,884)
|
$ (1,783,208)
|
$ (1,317,331)
|
Income taxes |
|
|
|
|
Net Loss |
$ (780,104)
|
$ (499,884)
|
$ (1,783,208)
|
$ (1,317,331)
|
Net loss per common share- basic and diluted |
$ (0.03)
|
$ (0.02)
|
$ (0.08)
|
$ (0.06)
|
Weighted average common shares outstanding- basic and diluted |
22,917,714
|
21,857,865
|
22,644,210
|
21,593,151
|
X |
- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_CostOfRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ References
+ Details
Name: |
us-gaap_EarningsPerShareBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1,2) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.9) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.7(b)) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_InvestmentIncomeInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe total expense recognized in the period for promotion, public relations, and brand or product advertising.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_MarketingAndAdvertisingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of net occupancy expense that may include items, such as depreciation of facilities and equipment, lease expenses, property taxes and property and casualty insurance expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.14(b)) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.6) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6455398&loc=d3e45280-112737
+ Details
Name: |
us-gaap_OccupancyNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
+ References
+ Details
Name: |
us-gaap_OperatingExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ References
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReflects the sum of all other revenue and income recognized by the entity in the period not otherwise specified in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.4) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
+ Details
Name: |
us-gaap_OtherIncome |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OtherIncomeAndExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_Revenues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionExpenditures for salaries other than officers. Does not include allocated share-based compensation, pension and post-retirement benefit expense or other labor-related non-salary expense. For commercial and industrial companies, excludes any direct and overhead labor that is included in cost of goods sold.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_SalariesAndWages |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAverage number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).
+ References
+ Details
Name: |
us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
NutraFuels, Inc. - Condensed Statements of Cash Flows - USD ($)
|
3 Months Ended |
6 Months Ended |
9 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Operating Activities: |
|
|
|
|
|
|
Net Loss |
$ (780,104)
|
$ (499,884)
|
$ (1,783,208)
|
$ (1,317,331)
|
$ (1,783,208)
|
$ (1,317,331)
|
Adjustments to reconcile net loss to net cash used in operations: |
|
|
|
|
|
|
Stock Compensation |
|
|
615,822
|
29,314
|
|
|
Depreciation |
|
|
41,327
|
39,307
|
|
|
Amortization of Debt Discount |
|
|
244,861
|
191,427
|
|
|
Reclassification of down payment for equipment |
|
|
|
(22,400)
|
|
|
Income from indebtedness |
|
|
|
(7,956)
|
|
7,956
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Accounts receivable, increase decrease |
|
|
(31,483)
|
(2,435)
|
|
|
Subscription receivable, increase decrease |
|
|
|
25,000
|
|
|
Inventory, increase decrease |
|
|
(42,292)
|
810
|
|
|
Accrued expenses, increase decrease |
|
|
114,996
|
62,787
|
|
|
Accounts payable, increase decrease |
|
|
7,185
|
(74,999)
|
|
|
Net Cash Used In Operating Activities |
|
|
(832,792)
|
(1,076,476)
|
|
|
Investing Activities: |
|
|
|
|
|
|
Purchase of fixed assets |
|
|
(32,875)
|
(4,724)
|
|
|
Net cash used in Investing Activities |
|
|
(32,875)
|
(4,724)
|
|
|
Financing Activities: |
|
|
|
|
|
|
Common stock issued for cash |
|
|
180,000
|
650,000
|
|
|
Proceeds from issuance of debt |
|
|
370,000
|
420,000
|
|
|
Proceeds from issuance of debt- related party |
|
|
312,500
|
|
|
|
Repayments of debt- related party |
|
|
|
(25,000)
|
|
|
Net Cash Provided by Financing Activities |
|
|
862,500
|
1,045,000
|
|
|
Net Cash decrease for the Period |
|
|
(3,167)
|
36,200
|
|
|
Cash, beginning of period |
$ 21,886
|
$ 27,055
|
25,053
|
63,255
|
$ 25,053
|
$ 63,255
|
Cash, end of period |
|
|
$ 21,886
|
$ 27,055
|
|
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
Income taxes |
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
Noncash investing and financing activities: |
|
|
|
|
|
|
Debt discount from beneficial conversion feature |
|
|
$ 370,000
|
$ 43,822
|
|
|
Shares issued for the issuance of debt |
|
|
|
52,778
|
|
|
Warrants issued for the issuance of debt |
|
|
|
$ 290,000
|
|
|
X |
- DefinitionIncome from Indebtedness.
+ References
+ Details
Name: |
fil_PurchaseOfFixedAssets |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionWarrants issued with the issuance of debt.
+ References
+ Details
Name: |
fil_SharesIssuedForTheIssuanceOfDebt |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionIncome from indebtedness.
+ References
+ Details
Name: |
fil_SubscriptionReceivableIncreaseDecrease |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionProceeds from issuance of debt- related party.
+ References
+ Details
Name: |
fil_WarrantsIssuedForTheIssuanceOfDebt |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of decrease in accumulated depreciation, depletion and amortization as a result of reclassifications from property, plant and equipment.
+ References
+ Details
Name: |
us-gaap_AccumulatedDepreciationDepletionAndAmortizationReclassificationsFromPropertyPlantAndEquipment1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionRepresents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 14.F) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(1)(i) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 -Section F
+ Details
Name: |
us-gaap_AllocatedShareBasedCompensationExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3044-108585
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in cash. Cash is the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Includes effect from exchange rate changes.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 830 -SubTopic 230 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=49171198&loc=d3e33268-110906
+ Details
Name: |
us-gaap_CashPeriodIncreaseDecrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Beneficial Conversion Feature -URI http://asc.fasb.org/extlink&oid=6505963
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleBeneficialConversionFeature |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInInventories |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherOperatingAssetsAndLiabilitiesNetAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of cash paid for interest during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4297-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_InterestPaid |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, excluding discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionReflects the sum of all other revenue and income recognized by the entity in the period not otherwise specified in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.4) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
+ Details
Name: |
us-gaap_OtherIncome |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt.
+ References
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe fair value of stock issued in noncash financing activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
+ Details
Name: |
us-gaap_StockIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.3.1.900
Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
|
9 Months Ended |
Sep. 30, 2015 |
Notes |
|
Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies |
NOTE 1 DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business NutraFuels, Inc. (We, or the Company) is the producer and distributor of nutritional supplements that uses micro molecular formulae and a utilization of an oral spray to provide faster and more efficient absorption. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, the accompanying unaudited financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission. Certain reclassifications have been made to the comparative period condensed financial statements in order to conform to the current period classifications.
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6003-108592
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureAndSignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note 2 - Going Concern
|
9 Months Ended |
Sep. 30, 2015 |
Notes |
|
Note 2 - Going Concern |
NOTE 2 GOING CONCERN These accompanying condensed financial statements have been prepared assuming that we will continue as a going concern. As shown in the accompanying condensed financial statements, we have sustained losses from inception, including a net loss of approximately $1,800,000 for the nine month period ended September 30, 2015, and we have working capital and accumulated deficits that raise substantial doubt about our ability to continue as a going concern. In response to these conditions, we seek to raise additional capital through the sale of debt or equity securities, or through borrowings from financial institutions or individuals. The condensed financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 40 -Section 50 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=51888302&loc=SL51888449-203568
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 40 -Section 50 -Paragraph 12 -URI http://asc.fasb.org/extlink&oid=51888302&loc=SL51888443-203568
+ Details
Name: |
us-gaap_SubstantialDoubtAboutGoingConcernTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note 3 - Convertible Debt & Notes Payable
|
9 Months Ended |
Sep. 30, 2015 |
Notes |
|
Note 3 - Convertible Debt & Notes Payable |
NOTE 3 CONVERTIBLE DEBT & NOTES PAYABLE In February 2015, we sold 25,000 units to an investor in exchange for $25,000. The 25,000 units consist of: (i) 25,000 shares of our common stock; (ii) 2-year options to purchase 25,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $25,000. The note is non-interest bearing and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion. The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein. The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount. The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows: | | | | | | | | | | Residual value of shares | | | | $ 0 | Residual fair value of options | | | | $ 0 | Fair value of BCF (derivative) | | | | $ 25,000 | The note was recorded net of a full discount in the amount of $25,000, which is being amortized over the initial term of the note. At September 30, 2015, the unamortized balance of the debt discount is $17,295. In April 2015, we sold 250,000 units to an investor in exchange for $250,000. The 250,000 units consist of: (i) 250,000 shares of our common stock; (ii) 2-year options to purchase 250,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $250,000. The note bears 10% interest and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion. The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein. The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount. The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows: | | | | | | | | | | Residual value of shares | | | | $ 0 | Residual fair value of options | | | | $ 0 | Fair value of BCF (derivative) | | | | $ 250,000 | The note was recorded net of a full discount in the amount of $250,000, which is being amortized over the initial term of the note. As of September 30, 2015, the unamortized balance of the debt discount is $194,521. In August 2015, we entered into convertible promissory notes with four individual investors for a total amount of $95,000. The notes are interest bearing at a fixed rate of ten percent (10%) and are convertible into shares at $0.10 per share. The notes were recorded net of a full discount in the amount of $95,000, which is being amortized over the initial term of the note. Each note has a term of one (1) year. At September 30, 2015, the unamortized balance of the debt discount for the four (4) promissory notes total $83,590. In August 2015, we extended the maturity of our $100,000 promissory note to August 26, 2016. During the third quarter of 2015, we received $50,000 in net proceeds from related party loans. Scheduled Debt Principal Maturities | | | | | | | | | | | | | Scheduled principal maturities for debt issuances at September 30, 2015 is as follows: | | | | | | | | | | | | | | | | | Year ended December 31, 2015 | | | $ 210,000 | | Year ended December 31, 2016 | | | 930,000 | | Year ended December 31, 2017 | | | 275,000 | | Total | | | | | | 1,415,000 | | Less Unamortized Debt Discount | | | (295,406) | | Plus General Operating Loans | | | | 462,500 | | Balance as of September 30, 2015 | | | $ 1,582,094 | | | | | | | | | |
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note 4 - Shareholders' Equity
|
9 Months Ended |
Sep. 30, 2015 |
Notes |
|
Note 4 - Shareholders' Equity |
NOTE 4 SHAREHOLDERS EQUITY During February 2015, we issued 25,000 shares of our common stock and warrants to purchase 25,000 shares of our common stock in connection with the sale of 25,000 units. (see Note 3). During March 2015, we issued 60,000 shares of our common stock for consulting services rendered to us. We valued these shares at $1.94 per share, the closing stock price on the date of issuance. During April 2015, we issued 100,000 shares of our common stock for consulting services rendered to us. We value these shares at $0.51 per share, the closing stock price on the date of issuance. During April 2015, we issued 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units (see Note 3). During June 2015, we issued 200,000 shares of our common stock and warrants to purchase 200,000 shares of our common stock in connection with the sale of 200,000 units. During August 2015, we received $40,000 in exchange for 400,000 shares of our common stock and warrants to purchase 400,000 shares of our common stock in connection with the sale of 400,000 units. The 400,000 shares were issued in October 2015 and the $40,000 received has been recorded under Liabilities for Stock to be issued under the Liabilities section of the Balance Sheet. During September 2015, we received $30,000 in exchange for 300,000 shares of our common stock and warrants to purchase 300,000 shares of our common stock in connection with the sale of 300,000 units. The 300,000 shares were issued in October 2015 and the $30,000 received has been recorded under Liabilities for Stock to be issued under the Liabilities section of the Balance Sheet. On July 18, 2015, we entered into a consulting agreement with WT Consulting Group, LLC. For consulting services rendered, we will pay a $2,000 per month retainer for services as well as 25,000 restricted shares per month. The above compensation for consulting services under this agreement will begin July 18, 2015. In July 2015, we entered into an amendment to our agreement with Sullivan Media Group, Inc., a Nevada Corporation (SMG). In connection with the amendment, we agree to issue warrants to acquire approximately 4,500,000 shares of our common stock, which were issued in August 2015. In connection to the above agreement we recorded a prepaid expense of $2,239,211. Based on the services rendered from November 1, 2014 to September 30, 2015 we recognized stock compensation expense of $410,522. The prepaid expense balance as of September 30, 2015 is $1,828,689. We determined the fair value of the warrants using a Black Scholes option pricing model with the following inputs: Risk-free interest rate | | | 73 | % | Dividend yield | | | - | % | Volatility factor | | | 145 | % | Expected life (years) | | | 2 | | | | | | | The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have a trading history from which to determine historical volatility. The risk free interest rate was determined as of September 30, 2015 through the Federal Reserve System historical data of daily interest rates. On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered on a deal by deal basis. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015. In connection to the services rendered and shares issued we recognized stock compensation expense and a Liability for Stock to be issued. On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemded fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015. In connection to the services rendered and shares issued we recognized stock compensation expense and a Liability for Stock to be issued.
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656
Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494
Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644
Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note 5 - Commitments & Contingencies
|
9 Months Ended |
Sep. 30, 2015 |
Notes |
|
Note 5 - Commitments & Contingencies |
NOTE 5 COMMITMENTS & CONTINGENCIES During January 2014, we were granted a license to market nutritional supplements under the TapouT XT name to retail locations worldwide. Under the license agreement, we were required to pay a royalty fee to Nutra Evolution of 12.5% of net sales. The agreement provided us with an initial test period of four years, until January 31, 2018, to distribute the product. We paid $85,000 in conjunction with the license. At the expiration of this four year period, we had the option to extend the license for three (3) consecutive three (3) year terms. The agreement originally required us to pay minimum royalties of $400,000 during the first contract year; $750,000 during the second contract year and $1,000,000 each year thereafter. Subsequent to March 31 2015, we terminated the license agreement and no longer are obligated to pay the minimum royalties. In late April 2014, we entered into an agreement with Sullivan Media Group, a Nevada corporation, to conduct market research in promotion of our NutraFuels brand. Through the second quarter of 2015 we have paid Sullivan Media Group a total of $155,000 to begin Phase 2 of our agreement, which will finalize the rebranding, repackaging, and re-launch of our NutraFuels product line. In February 2015, we entered into an agreement with GenCap Securities, LLC (GenCap), to serve as our exclusive placement agent, on a best efforts basis, in connection with a proposed securities offering of up to $10,000,000. The agreement terminates upon the earlier of: (i) 90 days after execution, or (ii) consummation of an offering. After 90 days, this agreement may be terminated by either party upon 15 days notice. We are obligated to pay to GenCap: (i) a monthly retainer fee in the amount of $15,000, payable upon a financing facilitated by GenCap; and (ii) a placement fee ranging from 5.5% to 12.0% of the funds raised, based on the type of security sold. To date, GenCap has not secured funding for us, and no payments have been made. On April 14, 2015, we entered into a consulting agreement with Benchmark Advisory Partners, LLC. In consideration for future consulting services, we agreed to pay a fixed fee of three hundred thousand restricted shares of our stock, payable in one hundred thousand share installments on April 14, 2015, June 14, 2015, and August 14, 2015. We paid the initial installment. The agreement was terminated in June 2015. On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand common shares were issued to Peter Cianci on October 1, 2015. On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015. On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015.
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51674963&loc=d3e12565-110249
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25496072&loc=d3e14435-108349
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 440 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note 6 - Subsequent Events
|
9 Months Ended |
Sep. 30, 2015 |
Notes |
|
Note 6 - Subsequent Events |
NOTE 6 SUBSEQUENT EVENTS On August 1, 2015, we entered into a consulting agreement with Peter Cianci. In consideration for future consulting services, we agreed to issue shares of its common stock in exchange for services rendered. Thirty thousand restricted common shares were issued to Peter Cianci on October 1, 2015. On August 1, 2015, we entered into a consulting agreement with Five Star Labs, LLC. In consideration for future consulting services, we agreed to issue restricted shares on a deal by deal basis. This compensation is deemed fully earned at such time as Five Star Labs, LLC provides its services. The shares were issued on October 1, 2015. On October 1, 2015, we entered into a consulting agreement with Osprey Capital Advisors. For consideration for the advisory and consulting services rendered, we agreed to pay 2,000,000 restricted shares of stock with piggyback registration rights. One Million (1,000,000) shares will be issued upon execution of the agreement and One Million shares (1,000,000) are due Sixty (60) days thereafter. In addition to the shares, $50,000 cash is due, $25,000 due on October 1, 2015 and $25,000 payable 30 days after October 1, 2015. On October 13, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units. On October 19, 2015, we received $50,000 in exchange for 500,000 shares of our common stock and warrants to purchase 500,000 shares of our common stock in connection with the sale of 500,000 units. On October 22, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units. On October 22, 2015, we received $10,200 in exchange for 102,000 shares of our common stock and warrants to purchase 102,000 shares of our common stock in connection with the sale of 102,000 units. On October 22, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units. On November 2, 2015, we entered into stock warrant purchase agreement for 50,000 shares. On November 2, 2015, we entered into stock warrant purchase agreement for 10,000 shares. On November 2, 2015, we entered into stock warrant purchase agreement for 5,000 shares. On November 13, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units. On November 17, 2015, we received $10,000 in exchange for 100,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock in connection with the sale of 100,000 units. On November 17, 2015, we entered into a cashless stock warrant purchase agreement for 15,000 shares. On November 17, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units. On November 25, 2015, we received $20,000 in exchange for 200,000 shares of our common stock and warrants to purchase 200,000 shares of our common stock in connection with the sale of 200,000 units. On November 19, 2015, we received $25,000 in exchange for 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units. On December 7, 2015, we received $5,000 in exchange for 50,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock in connection with the sale of 50,000 units. On December 10, 2015, we received $15,000 in exchange for 150,000 shares of our common stock and warrants to purchase 150,000 shares of our common stock in connection with the sale of 150,000 units. During December 2015, we received $25,000 in exchange for 250,000 shares of our common stock and warrants to purchase 250,000 shares of our common stock in connection with the sale of 250,000 units.
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ References
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies: Basis of Presentation (Policies)
|
9 Months Ended |
Sep. 30, 2015 |
Policies |
|
Basis of Presentation |
Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, the accompanying unaudited financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission. Certain reclassifications have been made to the comparative period condensed financial statements in order to conform to the current period classifications.
|
X |
- DefinitionDisclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ References
+ Details
Name: |
us-gaap_BasisOfAccountingPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_PolicyTextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionSchedule of Fair Value Warrants Table Text Block.
+ References
+ Details
Name: |
fil_ScheduleOfFairValueWarrantsTableTextBlock |
Namespace Prefix: |
fil_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_TableTextBlockSupplementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionSchedule of Shares and Options Issued Table Text Block.
+ References
+ Details
Name: |
fil_ScheduleOfSharesAndOptionsIssuedTableTextBlock |
Namespace Prefix: |
fil_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_TableTextBlockSupplementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note 3 - Convertible Debt & Notes Payable: Schedule of Principal Maturities Table Text Block (Tables)
|
9 Months Ended |
Sep. 30, 2015 |
Tables/Schedules |
|
Schedule of Principal Maturities Table Text Block |
| | | | | | | | Year ended December 31, 2015 | | | $ 210,000 | | Year ended December 31, 2016 | | | 930,000 | | Year ended December 31, 2017 | | | 275,000 | | Total | | | | | | 1,415,000 | | Less Unamortized Debt Discount | | | (295,406) | | Plus General Operating Loans | | | | 462,500 | | Balance as of September 30, 2015 | | | $ 1,582,094 | | | | | | | | | |
|
X |
- DefinitionSchedule of Principal Maturities Table Text Block.
+ References
+ Details
Name: |
fil_ScheduleOfPrincipalMaturitiesTableTextBlock |
Namespace Prefix: |
fil_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_TableTextBlockSupplementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionTabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(i)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section S99 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51659978&loc=d3e25284-112666
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 28 -Article 5
+ Details
Name: |
us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_TableTextBlockSupplementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 19 -URI http://asc.fasb.org/extlink&oid=51664549&loc=SL4569616-111683
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4K -URI http://asc.fasb.org/extlink&oid=35736750&loc=SL4591552-111686
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1A -Subparagraph (a),(c) -URI http://asc.fasb.org/extlink&oid=18733093&loc=SL4573702-111684
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4J -URI http://asc.fasb.org/extlink&oid=35736750&loc=SL4591551-111686
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_TextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note 3 - Convertible Debt & Notes Payable (Details) - USD ($)
|
9 Months Ended |
|
|
|
|
Sep. 30, 2015 |
Aug. 26, 2016 |
Aug. 31, 2015 |
Apr. 30, 2015 |
Feb. 28, 2015 |
Details |
|
|
|
|
|
Convertible Notes Payable |
|
$ 100,000
|
$ 95,000
|
$ 250,000
|
$ 25,000
|
Debt Instrument, Unamortized Discount (Premium), Net |
$ 17,295
|
|
|
|
|
Short-term Debt, Percentage Bearing Fixed Interest Rate |
73.00%
|
|
10.00%
|
|
|
Sale of Stock, Price Per Share |
|
|
$ 0.10
|
|
|
Proceeds from Loans |
$ 50,000
|
|
|
|
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of debt discount (net of debt premium) that was originally recognized at the issuance of the instrument that has yet to be amortized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28567-108399
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28555-108399
+ Details
Name: |
us-gaap_DebtInstrumentUnamortizedDiscountPremiumNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCash received from principal payments made on loans related to operating activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_ProceedsFromLoans |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe portion of the carrying amount of short-term borrowings outstanding as of the balance sheet date which accrues interest at a set, unchanging rate.
+ References
+ Details
Name: |
us-gaap_ShortTermDebtPercentageBearingFixedInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_TextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionFair Value of Conversion Feature.
+ References
+ Details
Name: |
fil_FairValueOfConversionFeature |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionRelative Fair Value of Shares.
+ References
+ Details
Name: |
fil_RelativeFairValueOfShares |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionResidual value of warrants.
+ References
+ Details
Name: |
fil_ResidualValueOfWarrants |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
fil_FairValueAxis=fil_NotesCommonStockAndWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionFair Value of Conversion Feature.
+ References
+ Details
Name: |
fil_FairValueOfConversionFeature |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionRelative Fair Value of Shares.
+ References
+ Details
Name: |
fil_RelativeFairValueOfShares |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionResidual value of warrants.
+ References
+ Details
Name: |
fil_ResidualValueOfWarrants |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
fil_FairValueAxis=fil_SharesAndOptionsIssuedMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Note 3 - Convertible Debt & Notes Payable: Schedule of Principal Maturities Table Text Block (Details) - USD ($)
|
Sep. 30, 2015 |
Dec. 31, 2014 |
Convertible Debt |
[1],[2] |
$ 63,184
|
|
Debt Instrument, Unamortized Discount |
|
(295,406)
|
|
Other Loans Payable |
|
462,500
|
|
2015 (6 Months) |
|
|
|
Convertible Debt |
|
210,000
|
|
2016 |
|
|
|
Convertible Debt |
|
930,000
|
|
2017 |
|
|
|
Convertible Debt |
|
275,000
|
|
Total |
|
|
|
Convertible Debt |
|
1,415,000
|
|
Balance, June 30, 2015 |
|
|
|
Convertible Debt |
|
$ 1,582,094
|
|
|
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)(2)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of debt discount that was originally recognized at the issuance of the instrument that has yet to be amortized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400
+ Details
Name: |
us-gaap_DebtInstrumentUnamortizedDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, this element represents the carrying value of loans payable which were initially due after one year or beyond the operating cycle, if longer, and which are not otherwise defined in the taxonomy.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 20, 22 -Article 5
+ Details
Name: |
us-gaap_OtherLoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
fil_ConvertibleDebt1Axis=fil_N20156MonthsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ConvertibleDebt1Axis=fil_N2016Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ConvertibleDebt1Axis=fil_N2017Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ConvertibleDebt1Axis=fil_TotalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ConvertibleDebt1Axis=fil_BalanceJune302015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Note 4 - Shareholders' Equity (Details) - USD ($)
|
1 Months Ended |
11 Months Ended |
|
|
|
|
Aug. 31, 2015 |
Jun. 30, 2015 |
Apr. 30, 2015 |
Mar. 31, 2015 |
Sep. 30, 2015 |
Jul. 18, 2015 |
Mar. 30, 2015 |
Feb. 28, 2015 |
Dec. 31, 2014 |
Common Stock, Shares Issued |
|
|
|
|
22,917,114
|
|
|
|
22,282,114
|
Common Stock, Par Value |
|
|
|
|
$ 0.0001
|
|
|
|
$ 0.0001
|
Retainage Deposit |
|
|
|
|
|
$ 2,000
|
|
|
|
Prepaid Expense, Current |
|
|
|
|
$ 2,239,211
|
|
|
|
|
Share-based Compensation |
|
|
|
|
$ 410,522
|
|
|
|
|
February 2015 |
|
|
|
|
|
|
|
|
|
Common Stock, Shares Issued |
|
|
|
|
|
|
|
25,000
|
|
March 2015 |
|
|
|
|
|
|
|
|
|
Shares issued for services, Shares |
|
|
|
60,000
|
|
|
|
|
|
Common Stock, Par Value |
|
|
|
|
|
|
$ 1.94
|
|
|
April 2015 |
|
|
|
|
|
|
|
|
|
Shares issued for services, Shares |
|
|
100,000
|
|
|
|
|
|
|
Common Stock, Par Value |
|
|
$ 0.51
|
|
|
|
|
|
|
April 2015 (2) |
|
|
|
|
|
|
|
|
|
Shares issued for services, Shares |
|
|
250,000
|
|
|
|
|
|
|
June 2015 |
|
|
|
|
|
|
|
|
|
Shares issued for services, Shares |
|
200,000
|
|
|
|
|
|
|
|
August 2015 |
|
|
|
|
|
|
|
|
|
Shares issued for services, Shares |
400,000
|
|
|
|
|
|
|
|
|
September 2015 |
|
|
|
|
|
|
|
|
|
Shares issued for services, Shares |
300,000
|
|
|
|
|
|
|
|
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6787-107765
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 340 -SubTopic 10 -Section 05 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=51662447&loc=d3e5879-108316
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Assets -URI http://asc.fasb.org/extlink&oid=6509628
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_PrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of assets, typically cash, provided to suppliers of goods in advance of receipt and acceptance, or services (such as research facilities, lawyers or consultants), which is held by such parties until the entity either effects full payment (including applying the retainer) or obtains release from liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.8,17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_RetainageDeposit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
fil_ShareholdersEquityAxis=fil_February2015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ShareholdersEquityAxis=fil_March2015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ShareholdersEquityAxis=fil_April2015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ShareholdersEquityAxis=fil_April20152Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ShareholdersEquityAxis=fil_June2015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ShareholdersEquityAxis=fil_August2015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_ShareholdersEquityAxis=fil_September2015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionMeasure of dispersion, in percentage terms (for instance, the standard deviation or variance), for a given stock price.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueAssumptionsExpectedVolatilityRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of the carrying amount of short-term borrowings outstanding as of the balance sheet date which accrues interest at a set, unchanging rate.
+ References
+ Details
Name: |
us-gaap_ShortTermDebtPercentageBearingFixedInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_TextBlockAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Note 5 - Commitments & Contingencies (Details) - USD ($)
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
12 Months Ended |
|
Feb. 28, 2015 |
Jan. 31, 2014 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Dec. 31, 2014 |
Jul. 18, 2015 |
License Costs |
|
$ 85,000
|
|
|
|
|
|
|
|
Advertising and promotion |
|
|
$ 15,720
|
|
$ 72,612
|
$ 197,016
|
$ 263,859
|
|
|
Retainage Deposit |
|
|
|
|
|
|
|
|
$ 2,000
|
First Contract Year |
|
|
|
|
|
|
|
|
|
Payments for Royalties |
|
|
|
|
|
|
|
$ 400,000
|
|
Second Contract Year |
|
|
|
|
|
|
|
|
|
Payments for Royalties |
|
|
|
|
|
|
|
750,000
|
|
Each Contract Year Thereafter |
|
|
|
|
|
|
|
|
|
Payments for Royalties |
|
|
|
|
|
|
|
$ 1,000,000
|
|
Sullivan Media Group |
|
|
|
|
|
|
|
|
|
Advertising and promotion |
|
|
|
$ 155,000
|
|
|
|
|
|
GenCap |
|
|
|
|
|
|
|
|
|
Noninterest Expense Offering Cost |
$ 10,000,000
|
|
|
|
|
|
|
|
|
Retainage Deposit |
$ 15,000
|
|
|
|
|
|
|
|
|
Placement Fee |
12.00%
|
|
|
|
|
|
|
|
|
X |
- DefinitionCosts incurred and are directly related to generating license revenue. Licensing arrangements include, but are not limited to, rights to use a patent, copyright, technology, manufacturing process, software or trademark.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2(e)) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_LicenseCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe total expense recognized in the period for promotion, public relations, and brand or product advertising.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_MarketingAndAdvertisingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionIncludes offering costs of open-end investment companies, and closed-end funds with a continuous offering period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.14) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_NoninterestExpenseOfferingCost |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of cash paid for royalties during the current period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_PaymentsForRoyalties |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of assets, typically cash, provided to suppliers of goods in advance of receipt and acceptance, or services (such as research facilities, lawyers or consultants), which is held by such parties until the entity either effects full payment (including applying the retainer) or obtains release from liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.8,17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_RetainageDeposit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
fil_CommitmentsContingenciesAxis=fil_FirstContractYearMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_CommitmentsContingenciesAxis=fil_SecondContractYearMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_CommitmentsContingenciesAxis=fil_EachContractYearThereafterMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_CommitmentsContingenciesAxis=fil_GencapMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Note 6 - Subsequent Events (Details) - USD ($)
|
Dec. 15, 2015 |
Dec. 10, 2015 |
Dec. 07, 2015 |
Nov. 25, 2015 |
Nov. 19, 2015 |
Nov. 17, 2015 |
Nov. 13, 2015 |
Nov. 02, 2015 |
Oct. 22, 2015 |
Oct. 19, 2015 |
Oct. 13, 2015 |
Oct. 01, 2015 |
Sep. 30, 2015 |
Dec. 31, 2014 |
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
$ 21,886
|
$ 25,053
|
Osprey Capital Advisors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
|
|
|
|
|
|
|
2,000,000
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
|
$ 50,000
|
|
|
October 13, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
Warrants Issued |
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
October 19, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
$ 50,000
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
October 22, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
October 22, 2015 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
|
|
|
|
102,000
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
$ 10,200
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
|
|
|
102,000
|
|
|
|
|
|
October 22, 2015 (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
$ 5,000
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
November 2, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
November 2, 2015 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
November 2, 2015 (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
November 13, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
November 17, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
November 17, 2015 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
November 17, 2015 (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
November 25, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
November 19, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
December 7, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
December 10, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ 15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Issued |
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares, Issued |
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Issued |
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionRepresents the Warrants Issued (number of shares), as of the indicated date.
+ References
+ Details
Name: |
fil_WarrantsIssued |
Namespace Prefix: |
fil_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_Cash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_OspreyCapitalAdvisorsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_October132015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_October192015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_October222015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_October2220152Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_October2220153Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_November22015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_November220151Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_November220153Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_November1320153Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_November172015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_November1720152Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_November1720153Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_November252015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_November192015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_December72015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_December102015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
fil_SubsequentEventsAxis=fil_December2015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
NutraLife Biosciences (CE) (USOTC:NLBS)
Historical Stock Chart
From Feb 2024 to Mar 2024
NutraLife Biosciences (CE) (USOTC:NLBS)
Historical Stock Chart
From Mar 2023 to Mar 2024