UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
[X] |
Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|
|
|
For
the quarterly period ended September 30, 2015 |
|
|
[ ] |
Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
|
|
|
For
the transition period from
to |
|
|
|
Commission
File Number: 000-21202 |
Textmunication
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
|
58-1588291 |
(State
or other jurisdiction of
incorporation or organization) |
|
(IRS
Employer
Identification No.) |
1940
Contra Costa Blvd. Pleasant Hill, CA 94523
(Address
of principal executive offices)
925-777-2111
(Registrant’s
telephone number)
(Former name, former address and former fiscal year, if changed since last report)
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 period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. [X] 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). [X] 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.
|
[ ]
Large accelerated filer |
[ ]
Accelerated filer |
|
[ ]
Non-accelerated filer |
[X]
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 [X]
No
State
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 110,737,848
common shares as of February 10, 2016.
TABLE
OF CONTENTS
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
Our
consolidated financial statements included in this Form 10-Q are as follows:
These
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30,
2015 are not necessarily indicative of the results that can be expected for the full year.
TEXTMUNICATION,
INC.
CONSOLIDATED
BALANCE SHEETS
(UNAUDITED)
| |
September 30, 2015 |
| |
December 31, 2014 |
|
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 7,167 | | |
$ | 4,797 | |
Receivables | |
| 3,938 | | |
| 4,169 | |
Due from related party | |
| 3,864 | | |
| 3,864 | |
Total current assets | |
| 14,969 | | |
| 12,830 | |
| |
| | | |
| | |
Fixed Assets, net | |
| 1,395 | | |
| 1,755 | |
| |
| | | |
| | |
Total assets | |
| 16,364 | | |
| 14,585 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 211,907 | | |
$ | 249,534 | |
Due to related parties | |
| 11,750 | | |
| 11,750 | |
Loans payable | |
| - | | |
| 8,631 | |
Convertible notes payable, net of discount | |
| 188,281 | | |
| 132,518 | |
Derivitive liability | |
| 1,156,892 | | |
| - | |
Total current liabilities | |
| 1,568,830 | | |
| 402,433 | |
| |
| | | |
| | |
Convertible notes payable, net of discount - Long
term | |
| 3,667 | | |
| - | |
| |
| | | |
| | |
Total liabilities | |
| 1,572,497 | | |
| 402,433 | |
| |
| | | |
| | |
Stockholders’ deficit | |
| | | |
| | |
| |
| | | |
| | |
Preferred stock, 10,000,000 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding | |
| 400 | | |
| - | |
Common stock; $0.0001 par value; 250,000,000 shares authorized; 106,543,534 and 77,437,130
shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively. | |
| 10,645 | | |
| 7,734 | |
Additional paid-in capital | |
| 2,998,617 | | |
| 227,000 | |
Accumulated deficit | |
| (4,565,795 | ) | |
| (622,582 | ) |
Total stockholders’ deficit | |
| (1,556,133 | ) | |
| (387,848 | ) |
| |
| | | |
| | |
Total liabilities and stockholders’ deficit | |
$ | 16,364 | | |
$ | 14,585 | |
The
accompanying notes are an integral part of these financial statements
TEXTMUNICATION,
INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
Three Months Ended | |
Nine Months Ended |
| |
September 30, 2015 |
| |
September 30, 2014 |
| |
September 30, 2015 |
| |
September 30, 2014 |
|
| |
| |
| |
| |
|
Revenues | |
$ | 80,289 | | |
$ | 77,261 | | |
$ | 236,912 | | |
$ | 259,567 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| 73,494 | | |
| 61,392 | | |
| 101,190 | | |
| 112,202 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 6,795 | | |
| 15,869 | | |
| 135,722 | | |
| 147,365 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
General and administrative expenses | |
| 116,299 | | |
| 186,755 | | |
| 3,069,358 | | |
| 358,996 | |
Total operating expenses | |
| 116,299 | | |
| 186,755 | | |
| 3,069,358 | | |
| 358,996 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (109,504 | ) | |
| (170,886 | ) | |
| (2,933,636 | ) | |
| (211,631 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other expense | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (15,199 | ) | |
| (19,299 | ) | |
| (35,340 | ) | |
| (29,598 | ) |
Loss on change of derivitive liability | |
| (701,805 | ) | |
| - | | |
| (830,750 | ) | |
| - | |
Amortization of debt discount | |
| (97,241 | ) | |
| (26,376 | ) | |
| (143,487 | ) | |
| (78,055 | ) |
Total other expense | |
| (814,245 | ) | |
| (45,675 | ) | |
| (1,009,577 | ) | |
| (107,653 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (923,749 | ) | |
$ | (216,561 | ) | |
$ | (3,943,213 | ) | |
$ | (319,284 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic weighted average common shares outstanding | |
| 89,868,530 | | |
| 67,082,130 | | |
| 81,398,857 | | |
| 67,082,130 | |
Net loss per common share: basic and diluted | |
$ | (0.01 | ) | |
$ | (0.00 | ) | |
$ | (0.05 | ) | |
$ | (0.00 | ) |
The accompanying
notes are an integral part of these financial statements
TEXTMUNICATION,
INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
Nine Months Ended |
| |
September 30, 2015 |
| |
September 30, 2014 |
Cash Flows from Operating Activities | |
| | | |
| | |
Net loss | |
$ | (3,943,213 | ) | |
$ | (319,284 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
| | | |
| | |
Amortization of debt discount | |
| 143,487 | | |
| 78,055 | |
Loss on derivative liability | |
| 830,750 | | |
| - | |
Share based compensation | |
| 2,748,000 | | |
| - | |
Depreciation | |
| 360 | | |
| 436 | |
Changes in assets and liabilities | |
| | | |
| | |
Receivables | |
| 231 | | |
| (3,683 | ) |
Prepaid expenses | |
| - | | |
| 1,265 | |
Accounts payable and accrued expenses | |
| (37,627 | ) | |
| 137,636 | |
Net cash from operating activities | |
| (258,012 | ) | |
| (105,575 | ) |
| |
| | | |
| | |
Purchase of fixed assets | |
| - | | |
| (2,178 | ) |
Net cash used in investing activities | |
| - | | |
| (2,178 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from loans payable | |
| 24,800 | | |
| 52,492 | |
Payments on loans payable | |
| (33,959 | ) | |
| (1,112 | ) |
Proceeds from convertible notes payable | |
| 363,000 | | |
| 55,000 | |
Payments on convertible notes payable | |
| (93,459 | ) | |
| - | |
Net cash from financing activities | |
| 260,382 | | |
| 106,380 | |
| |
| | | |
| | |
Net increase in cash | |
| 2,370 | | |
| (1,373 | ) |
| |
| | | |
| | |
Cash, beginning of period | |
| 4,797 | | |
| 1,416 | |
| |
| | | |
| | |
Cash, end of period | |
$ | 7,167 | | |
$ | 43 | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information | |
| | | |
| | |
Cash paid for interest | |
$ | 2,691 | | |
$ | - | |
Cash paid for tax | |
$ | - | | |
$ | - | |
The
accompanying notes are an integral part of these financial statements
TEXTMUNICATION HOLDINGS,
INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND
GOING CONCERN
Basis of Presentation
The accompanying unaudited interim financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form
10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation
of financial position and the results of operations for the interim period presented have been reflected herein. The results of
operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the
most recent fiscal period, as reported in the Form 10-K, have been omitted.
Going concern
These consolidated financial statements have
been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the
realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of September 30,
2015, the Company has an accumulated deficit of $4,565,795. The company’s ability to continue as a going concern is contingent
upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations.
While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will
generate funds that will be available for operations. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern. These consolidated financial statements do not include any adjustments that might arise from this
uncertainty.
Reclassifications
Certain reclassifications have been made to
the prior year’s financial statements to conform to the current year’s presentation. These reclassifications had no
effect on previously reported results of operations. The Company reclassified liabilities due to debt holders from loans payable
to accounts payable and accrued liabilities. The Company also reclassified certain liabilities from convertible notes payable
to due to related parties.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Cash
The Company considers all highly liquid instruments
purchased with a maturity of three months or less to be cash equivalents.
The Company minimizes its credit risk associated
with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed
federally insured limits. At September 30, 2015 no cash balances exceeded the federally insured limit.
Accounts receivable and allowance for doubtful
accounts
Accounts receivable are stated at the amount
management expects to collect. The Company generally does not require collateral to support customer receivables. The Company
provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection
information and existing economic conditions. As of September 30, 2015 and December 31, 2014 the allowance for doubtful accounts
was $0 and bad debt expense of $0, respectively.
TEXTMUNICATION HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2015
(UNAUDITED)
Revenue Recognition
We recognize revenue in accordance with Accounting
Standards Codification, or (“ASC”), 605, Revenue Recognition. We recognize revenue when all of the following conditions
are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the
amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is reasonably assured.
Thus, we recognize subscription revenue on
a monthly basis, as services are provided. Customers are billed for the subscription on a monthly, quarterly, semi-annual or annual
basis, at the customer’s option.
Fair Value of Financial Instruments
The carrying amounts reflected in the balance
sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these
items.
As required by the Fair Value Measurements
and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2)
inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable
inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The three levels of the fair value hierarchy
are described below:
Level 1: Unadjusted quoted prices
in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets
that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset
or liability;
Level 3: Prices or valuation techniques
that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market
activity).
The fair value of the accounts receivable,
accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value.
Net income (loss) per Common Share
Basic net income (loss) per share is computed
by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding
during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive.
Property and equipment
Property and equipment are stated at cost,
less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range
from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to
expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts,
and any gain or loss thereon is reflected in operations.
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
Recent Accounting Pronouncements
No new accounting pronouncements issued or
effective during the fiscal year has had or is expected to have a material impact on the financial statements.
Note
3 – ACCOUNTS RECEIVABLE AND FACTORING AGREEMENT
In the ordinary course of business, the Company
may utilize accounts receivable-credit card factoring agreements with third-party financing company in order to accelerate its
cash collections from product sales. In addition, these agreements provide the Company with the ability to limit credit exposure
to potential bad debts, to better manage costs related to collections as well as to enable customers to extend their credit terms.
These agreements involve the ownership transfer of eligible trade accounts receivable, without recourse or discount, to a third
party financial institution in exchange for cash.
The Company accounts for these transactions
in accordance with ASC 860, “Transfers and Servicing” (“ASC 860”). ASC 860 allows for the ownership transfer
of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present
the balances sold under the program to be excluded from Accounts receivable, net on the Consolidated Balance Sheet. Receivables
are considered sold when (i) they are transferred beyond the reach of the Company and its creditors, (ii) the purchaser has the
right to pledge or exchange the receivables, and (iii) the Company has surrendered control over the transferred receivables. In
addition, the Company provides no other forms of continued financial support to the purchaser of the receivables once the receivables
are sold.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2014, the
Company received advances from a related party. The loans are due on demand and have no interest. Amounts outstanding as of September
30, 2015 and December 31, 2014 was approximately $11,750 and $11,750, respectively.
During the year ended December 31, 2014, the
Company advanced funds to certain related parties. The loans are due on demand and have no interest. Amounts outstanding as of
September 30, 2015 and December 31, 2014 was approximately $3,864 and $3,864, respectively.
Note
5 – LOANS PAYABLE
As of September 30, 2015 and December 31,
2014, the Company has short term notes payable of $0 and $8,631, respectively. During the nine months ended September 30, 2015,
the Company received proceeds of $24,800 and made payments of $33,959 from certain short term loan payable with interest rates
ranging from 10%-23%. Interest recorded on the notes for the nine months ended September 30, 2015 and 2014 was $2,691 and $0,
respectively.
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
NOTE 6 – CONVERTIBLE NOTE PAYABLE
Convertible notes payable consists of the
following as of September 30, 2015 and December 31, 2014
Description | |
September 30, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
In connection with the SEA, the Company assumed three convertible promissory notes
for an aggregate of $13,670, net of debt discount. The notes mature on September 14, 2014 and accrue interest at a rate of
12% per annum. The note principal is convertible at a price of $.00382 per share. At issuance the fair market value of the
Company’s common stock was $.013 per share. The conversion feature of the note is considered beneficial to the investor
due to the conversion price for the convertible note being lower than the fair market value of the common stock on the date
the note was issued. The beneficial conversion feature was recorded at the debt’s inception as a discount of the debt
of $76,429 and is being amortized over the lives of the convertible debt. Amortization of debt discount during the three months
ended September 30, 2015 and 2014 was $0 and $0, respectively and the unamortized discount at September 30, 2015 and December
31, 2014 was $0 and $0, respectively. Interest expense recorded on the convertible notes for the nine months ended September
30, 2015 and 2014 was $3,788 and $0, respectively. | |
| | | |
| | |
| |
| | | |
| | |
One of the holders of the convertible promissory notes with a principal value of $25,476,
entered into note purchase and assignment agreements whereby half of the principal of the note was assigned to two separate
note holders. The original note was substituted and replaced by two amended and restated 12% convertible promissory notes
with restated principal amounts of $12,738 each. All other terms of the original note remain in effect. | |
$ | 33,729 | | |
| 42,048 | |
| |
| | | |
| | |
In connection with the SEA, the Company assumed a convertible note for an aggregate of $36,363,
net of debt discount. The note matures on November 7, 2014 and interest accrues at a rate of 20% per annum. The note principal
is convertible into common stock at the rate of $.001 per share or 50 million shares of the Company’s common stock but
such conversion can only take effect upon default of the note. The note is secured by 59,400,000 shares of the Company’s
common stock. In conjunction with the note the Company issued 750,000 shares of restricted common stock and 1,000,000 common
stock purchase warrants exercisable for twelve months at $.10 per warrant for one share of Company common stock. | |
| 30,000 | | |
| 50,000 | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
The relative fair value of the common stock and warrants at the debt’s inception
of $6,884 and $9,121, respectively were recorded as a discount to the debt and are being amortized to debt discount over the
life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following
assumptions: expected life of 1.0 years; volatility of 606.16%; no dividend yield; and a risk free interest rate of 0.11%.
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $2,869 and $0, respectively and
the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $5,077, respectively. Interest expense recorded
on the convertible note for the six months ended September 30, 2015 and 2014 was $4,504 and $0, respectively. | |
| | | |
| | |
| |
| | | |
| | |
On November 17, 2013, the Company issued a $10,000 convertible promissory note. The note matures
on May 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price
of $.10 per share. In conjunction with the note, the Company issued 100,000 common stock purchase warrants exercisable for
twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $1,297 was recorded as
a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was
calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility
of 608.68%; no dividend yield; and a risk free interest rate of 0.13%. | |
| | | |
| | |
| |
| | | |
| | |
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was
$972 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2015 was $0 and $544, respectively.
Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. | |
| 10,000 | | |
| 10,000 | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
On January 20, 2014, the Company issued a $5,000 convertible promissory note.
The note matures on May 1, 2015 and accrues interest at a rate of 6% per annum. The note principal and interest are convertible
at a price of $.10 per share. In conjunction with the note, the Company issued 50,000 common stock purchase warrants exercisable
for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $651 was recorded
as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants
was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility
of 588.26%; no dividend yield; and a risk free interest rate of 0.11%. | |
| | | |
| | |
| |
| | | |
| | |
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was
$249 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $0, respectively.
Interest expense recorded on the convertible note for the three months ended September 30, 2015 and 2014 was $0 and $0, respectively. | |
| - | | |
| 5,000 | |
| |
| | | |
| | |
On February 13, 2014, the Company issued two $5,000 convertible promissory notes. The notes
mature on May 31, 2015 and accrue interest at a rate of 12% per annum. The note principal and interest are convertible at
a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable
for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded
as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants
was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility
of 600.29%; no dividend yield; and a risk free interest rate of 0.12%. | |
| | | |
| | |
| |
| | | |
| | |
Amortization of debt discount during the nine months ended September 30 2015 and 2014 was
$2,260 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $1,712, respectively.
Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0,
respectively. | |
| 10,000 | | |
| 10,000 | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
On March 10, 2014, the Company issued a $10,000 convertible promissory note. The
note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible
at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable
for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded
as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants
was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility
of 600.26%; no dividend yield; and a risk free interest rate of 0.12%. | |
| | | |
| | |
| |
| | | |
| | |
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was
$1,538 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $2,264, respectively.
Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0,
respectively. | |
| - | | |
| 10,000 | |
| |
| | | |
| | |
On April 17, 2014, the Company issued a $10,000 convertible promissory note. The note matures
on October 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a
price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable
for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,000 was recorded
as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants
was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility
of 444.14%; no dividend yield; and a risk free interest rate of 0.11%. | |
| | | |
| | |
| |
| | | |
| | |
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was
$4,398 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $310 and $5,292,
respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was
$901 and $0, respectively. | |
| 10,000 | | |
| 10,000 | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
On May 29, 2014, the Company issued a $10,000 convertible promissory note. The
note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible
at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable
for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded
as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants
was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility
of 290.82%; no dividend yield; and a risk free interest rate of 0.10%. | |
| | | |
| | |
| |
| | | |
| | |
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was
$2,589 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $1,268 and $4,189,
respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was
$901 and $0, respectively. | |
| 10,000 | | |
| 10,000 | |
| |
| | | |
| | |
On July 7, 2014, the Company issued a $10,000 convertible promissory note. The note matures
on July 7, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price
of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for
twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded as
a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was
calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility
of 290.82%; no dividend yield; and a risk free interest rate of 0.12%. | |
| | | |
| | |
| |
| | | |
| | |
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was
$4,849 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $6,400, respectively.
Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0,
respectively. | |
| 10,000 | | |
| 10,000 | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
On February 27, 2015, we entered into a convertible promissory note pursuant to
which we borrowed $64,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued
but unpaid interest is due on November 25, 2015. The note is convertible at any time following 180 days after the issuance
date at noteholders option into shares of our common stock at a variable conversion price of 55% of the lowest average three-day
market price of our common stock during the 10 trading days prior to the notice of conversion, subject to adjustment as described
in the note. The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert
any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together
with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of our outstanding
shares of common stock. | |
| | | |
| | |
| |
| | | |
| | |
The note was paid during the nine months ended September 30, 2015. Interest expense recorded
on the convertible note for the three months ended September 30, 2015 and 2014 was $28,288 and $0, respectively. | |
| - | | |
| - | |
| |
| | | |
| | |
On April 21, 2015, we entered into a convertible promissory note pursuant to which we borrowed
$26,500, including a debt discount of $1,650. Interest under the convertible promissory note is 8% per annum, and the principal
and all accrued but unpaid interest is due on April 20, 2016. The note is convertible at any time following the issuance date
at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest average three-day
market price of our common stock during the 15 trading days up until date the notice of conversion. The Company recorded a
debt discount in the amount of $26,500 in connection with the initial valuation of the derivative liability of the Note to
be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized
a derivative liability of $31,976 and an initial loss of $5,326 based on the Black Scholes Merton pricing model. | |
| | | |
| | |
| |
| | | |
| | |
As of September 30, 2015, $13,768 debt discount had been amortized. The fair value of the
derivative liability at September 30, 2015 was $55,768 resulting in a loss on the change in fair value of the derivative of
$3,215 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months
ended September 30, 2015 and 2014 was $952 and $0, respectively. | |
| 26,650 | | |
| - | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
On April 29, 2015, the Company issued a convertible promissory note in which the
Company will be taking tranche payments, the total of these payments cannot exceed $400,000. There is an original discount
component of 10% per tranche. Therefore, the funds available to the Company will be $360,000 and the liability (net of interest)
will be $400,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each
principal and OID balance becoming due 24 months after receipt. Each tranche bears interest at 0% for the first 90 days and
12% per annum thereafter. The loan is secured by shares of the Company’s common stock. Each portion of the loan becomes
convertible immediately after date of the note. The loan and any accrued interest can then be converted into shares of the
Company’s common stock at a rate of 60% multiplied by the market price, which is the lowest quoted price for the common
stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the
period ended September 30, 2015, the Company has received one tranche disbursements of $25,000 on April 29, 2015. The tranche
included an original issue discount of $2,779. The Company recorded a debt discount related to the tranche in the amount of
$27,779 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective
interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $45,187
and an initial loss of $17,409 based on the Black Scholes Merton pricing model. | |
| | | |
| | |
| |
| | | |
| | |
As of September 30, 2015, $5,860 of the debt discount had been amortized. The fair value of
the derivative liability at September 30, 2015 was $107,586 resulting in a gain on the change in fair value of the derivative
of $13,076 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months
ended September 30, 2015 and 2014 was $1,416 and $0, respectively. | |
| 27,779 | | |
| - | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
On April 28, 2015, we entered into a convertible promissory note pursuant to which
we borrowed $40,000, including a debt discount of $3,500. Interest under the convertible promissory note is 12% per annum,
and the principal and all accrued but unpaid interest is due on April 28, 2016. The note is convertible at any time following
the issuance date at noteholders option into shares of our common stock at a variable conversion price of the lower of the
closing sale price of common stock on the trading day immediately preceding the conversion date and 50% of the lowest market
price of our common stock during the 20 trading days up until date the notice of conversion. The Company recorded a debt discount
in the amount of $40,000 in connection with the initial valuation of the derivative liability of the Note to be amortized
utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative
liability of $34,031 based on the Black Scholes Merton pricing model. | |
| | | |
| | |
| |
| | | |
| | |
As of September 30, 2015, $14,452 debt discount had been amortized. The fair value of the
derivative liability at September 30, 2015 was $202,337 resulting in a loss on the change in fair value of the derivative
of $168,306 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months
ended September 30, 2015 and 2014 was $2,052 and $0, respectively. | |
| 40,000 | | |
| - | |
| |
| | | |
| | |
On April 23, 2015, we entered into a convertible promissory note pursuant to which we borrowed
$25,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest
is due on April 23, 2016. The note is convertible at any time following the issuance date at noteholders option into shares
of our common stock at a variable conversion price of 50% of the lowest market price of our common stock during the 15 trading
days’ prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $25,000 in connection
with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method
of accretion over the term of the Note. Further, the Company recognized a derivative liability of $45,446 and an initial loss
of $7,106 based on the Black Scholes Merton pricing model. On September 9, 2015, the note holder converted $5,000 of the note
payable into 1,000,000 shares of common stock. The converted portion of the note also had an associated derivative liability
with a fair value on the date of conversion of $8,608. | |
| | | |
| | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
As of September 30, 2015, $10,811 debt discount had been amortized. The fair value
of the derivative liability at September 30, 2015 was $52,871 resulting in a gain on the change in fair value of the derivative
of $15,493 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months
ended September 30, 2015 and 2014 was $706 and $0, respectively. | |
| 20,000 | | |
| - | |
| |
| | | |
| | |
On May 12, 2015, we entered into a convertible promissory note pursuant to which we borrowed
$57,500, including a debt discount of $7,500. Interest under the convertible promissory note is 8% per annum, and the principal
and all accrued but unpaid interest is due on April 23, 2016. The note is convertible at any time following the issuance date
at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest day market price
of our common stock during the 15 trading days’ prior the date of the notice of conversion. The Company recorded a debt
discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the Note to be amortized
utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative
liability of $107,590 and an initial loss of $57,590 based on the Black Scholes Merton pricing model. | |
| | | |
| | |
| |
| | | |
| | |
As of September 30, 2015, $20,085 of the debt discount had been amortized. The fair value
of the derivative liability at September 30, 2015 was $108,209 resulting in a loss on the change in fair value of the derivative
of $619 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months
ended September 30, 2015 and 2014 was $1,790 and $0, respectively. | |
| 57,500 | | |
| - | |
| |
| | | |
| | |
On July 10, 2015, we entered into a convertible promissory note pursuant to which we borrowed
$25,000, including a debt discount of $3,500. Interest under the convertible promissory note is 12% per annum, and the principal
and all accrued but unpaid interest is due on January 30, 2016. The note is convertible at any time following the issuance
date at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest day market
price of our common stock during the 10 trading days’ prior the date of the notice of conversion. The Company recorded
a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note
to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized
a derivative liability of $26,056 and an initial loss of $1,056 based on the Black Scholes Merton pricing model. | |
| | | |
| | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
As of September 30, 2015, $10,049 of the debt discount had been amortized. The
fair value of the derivative liability at September 30, 2015 was $33,970 resulting in a gain on the change in fair value of
the derivative of $7,914 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for
the nine months ended September 30, 2015 and 2014 was $682 and $0, respectively. | |
| 25,000 | | |
| - | |
| |
| | | |
| | |
On August 21, 2015, we entered into a convertible promissory note pursuant to which we borrowed
$55,750, including a debt discount of $5,750. Interest under the convertible promissory note is 10% per annum, and the principal
and all accrued but unpaid interest is due on May 21, 2016. The note is convertible at any time following the issuance date
at noteholders option into shares of our common stock at a variable conversion price of 55% of the lowest day market price
of our common stock during the 25 trading days’ prior the date of the notice of conversion. The Company recorded a debt
discount in the amount of $55,750 in connection with the initial valuation of the derivative liability of the Note to be amortized
utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative
liability of $87,934 and an initial loss of $32,184 based on the Black Scholes Merton pricing model. | |
| | | |
| | |
| |
| | | |
| | |
As of September 30, 2015, $8,139 of the debt discount had been amortized. The fair value of
the derivative liability at September 30, 2015 was $218,320 resulting in a loss on the change in fair value of the derivative
of $130,386 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months
ended September 30, 2015 and 2014 was $1,521 and $0, respectively. | |
| 55,750 | | |
| - | |
| |
| | | |
| | |
On September 9, 2015, we entered into a convertible promissory note pursuant to which we borrowed
$50,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest
is due on June 7, 2016. The note is convertible at any time following the issuance date at noteholders option into shares
of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during the 10
trading days’ prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $50,000
in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest
method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $398,275 and an initial
loss of $348,275 based on the Black Scholes Merton pricing model. | |
| | | |
| | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
As of September 30, 2015, $3,860 of the debt discount had been amortized. The
fair value of the derivative liability at September 30, 2015 was $135,416 resulting in a gain on the change in fair value
of the derivative of $262,859 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note
for the nine months ended September 30, 2015 and 2014 was $241 and $0, respectively. | |
| 50,000 | | |
| - | |
| |
| | | |
| | |
On September 22, 2015, we entered into a convertible promissory note pursuant to which we
borrowed $15,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid
interest is due on March 22, 2016. The note is convertible at any time following the issuance date at noteholders option into
shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during
the 25 trading days’ prior the date of the notice of conversion. The Company recorded a debt discount in the amount
of $15,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the
effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of
$131,633 and an initial loss of $116,633 based on the Black Scholes Merton pricing model. | |
| | | |
| | |
| |
| | | |
| | |
As of September 30, 2015, $659 of the debt discount had been amortized. The fair value of
the derivative liability at September 30, 2015 was $90,883 resulting in a gain on the change in fair value of the derivative
of $40,750 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months
ended September 30, 2015 and 2014 was $37 and $0, respectively. | |
| 15,000 | | |
| - | |
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
On September 23, 2015, we entered into a convertible promissory note pursuant
to which we borrowed $25,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued
but unpaid interest is due on March 23, 2016. The note is convertible at any time following the issuance date at noteholders
option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common
stock during the 25 trading days’ prior the date of the notice of conversion. The Company recorded a debt discount in
the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing
the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability
of 206,447 and an initial loss of $181,447 based on the Black Scholes Merton pricing model. | |
| | | |
| | |
| |
| | | |
| | |
As of September 30, 2015, $962 of the debt discount had been amortized. The fair value of
the derivative liability at September 30, 2015 was $151,532 resulting in a gain on the change in fair value of the derivative
of $54,916 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months
ended September 30, 2015 and 2014 was $55 and $0, respectively. | |
| 25,000 | | |
| - | |
| |
| | | |
| | |
Total convertible notes payable | |
| 456,408 | | |
| 157,048 | |
Less discounts | |
| (264,460 | ) | |
| (24,530 | ) |
Convertible notes net of discount | |
$ | 191,948 | | |
$ | 132,518 | |
The Company accounts for the fair value of
the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded
Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account
for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required
to carry the embedded derivative on its balance sheet at fair value and account for’ any unrealized change in fair value
as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model.
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
The Black-Scholes model utilized the following
inputs to value the derivative liability at the date of issuance of the convertible note and at September 30, 2015:
Fair value assumptions – derivative notes: |
|
September
30, 2015 |
|
Risk free interest rate |
|
|
0.28 |
% |
Expected term (years) |
|
|
0.721-1.58 |
|
Expected volatility |
|
|
307.49 |
% |
Expected dividends |
|
|
0 |
% |
Note
6 – COMMITMENTS AND CONTINGENCIES
Office Lease
On January 6, 2015 the Company signed an amendment
to its lease originally signed on May 9, 2008. The amended lease commenced January 1, 2015 and expires on thirty days’ notice.
Rent expense was approximately $5,156 and $0 and $19,153 and $14,684 for the three and nine months ended September 30, 2015 and
2014, respectively.
Current month to month lease is for $2,000
a month.
Note
7 – STOCKHOLDERS’ EQUITY
The Company is authorized to issue an aggregate
of 250,000,000 shares of common stock with a par value of $0.0001. The Company is also authorized to issue 10,000,000 shares of
“blank check” preferred stock with a par value of $0.0001, which includes 4,000,000 shares of Series A preferred stock
(“Series A”).
Under the Certificate of Designation, holders
of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution
upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders
of our common stock on all matters submitted to shareholders at a rate of three hundred (300) votes for each share held.
As of September 30, 2015, 106,543,534 and
4,000,000 shares of common and Series A preferred stock, were issued and outstanding, respectively.
During the year ended December 31, 2014, we
received $20,000 for the purchase of 200,000 common shares sold a price of $0.10 per share. As of April 24, 2015, due to an administrative
error, the Company had not physically issued the shares, and therefore, we agreed to settle with the investor through the issuance
of $20,000, 8% note payable. The note was subsequently refinanced along with a $5,000 note issued on January 24, 2014 into a $25,000
8% convertible note issued on April 24, 2015.
During the nine months ended September 30,
2015, the Company issued 1,000,000 shares of common stock with a fair value of $5,000 for the partial conversion of a note payable
issued on April 23, 2015. The converted portion of the note also had an associated derivative liability with a fair value on the
date of conversion of $8,608. The conversion of the derivative liability has been recorded through additional paid-in capital.
During the nine months ended September 30,
2015, the Company issued 4,000,000 shares of Series A preferred stock with a fair value of $400.
During the nine months ended September 30,
2015, the Company issued 18,000,000 shares of common stock valued at $2,700,000 for services.
TEXTMUNICATION HOLDINGS,
INC.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2015
(UNAUDITED)
During the nine months ended September 30,
2015, the Company issued 1,685,393 shares of common stock valued at for the conversion of $15,000 of a note payable.
During the nine months ended September 30,
2015, the Company issued 6,443,000 shares of common stock valued at for the conversion of a note payable balance and accrued interest
in the amount of $12,866.
During the nine months ended September 30,
2015, the Company issued 2,178,011 shares of common stock valued at for the conversion of a note payable balance and in the amount
of $8,320.
NOTE 8 – SUBSEQUENT EVENTS
On January 5, 2016, pursuant to Article III
of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled
Series B Convertible Preferred Stock, consisting of up 66,667 shares, par value $0.0001. Under the Certificate of Designation,
holders of Series B Convertible Preferred Stock will participate on an equal basis per-share with holders of the Company’s
common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series
B Convertible Preferred Stock are not entitled to voting rights.
On January 5, 2016, the “Company
entered into a Share Exchange Agreement with Aspire Consulting Group, LLC, a Virginia limited liability company (“Aspire”),
and certain members of Aspire (the “Members”).
Pursuant to the terms of the Exchange Agreement,
the Company agreed to acquire 49% of all of the issued and outstanding membership units of Aspire in exchange for the issuance
of 66,667 shares of the Company’s newly created Series B Convertible Preferred Stock pro rata to the Members.
Subsequent to September 30, 2015, the Company
issued 2,200,000 shares of common stock valued at $13,332 for partial conversion of a note payable issued on April 29, 2015.
Subsequent to September 30, 2015, the Company
issued 818,729 shares of common stock valued at $5,207 for partial conversion of a note payable issued on April 21, 2015.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements.” These forward-looking statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are
subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our
ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have
a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes
in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted
accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements.
Company
Overview
We
are a developing player in the mobile marketing and loyalty industry, providing cutting-edge mobile marketing solutions, rewards
and loyalty to our clients. With a powerful yet intuitive suite of services, clients are able to reach more customers faster and
reward them for repeat business. We help clients reach their marketing and revenue goals by educating clients with the most effective
tools in mobile marketing, rewards, paperless redemption and loyalty.
For
the past 4 years, we have grown to over 900 client locations in the United States, Canada and Mexico. We have achieved this with
an expanded focus on a variety of industries, including restaurants, retailers, entertainment venues and other partnership opportunities.
We have decided to focus our energy on the gym, health and fitness club market.
On
January 5, 2016, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Aspire Consulting Group,
LLC, a Virginia limited liability company (“Aspire”), and certain members of Aspire (the “Members”).
Pursuant
to the terms of the Exchange Agreement, we agreed to acquire 49% of all of the issued and outstanding membership units of Aspire
in exchange for the issuance of 66,667 shares of our newly created Series B Convertible Preferred Stock pro rata to the Members.
As
a result of the Exchange Agreement, we became a minority owner of Aspire. Aspire is headquartered in McLean, Virginia. It provides
IT consulting and solution based services as a Service Disabled Veteran Owned Small Business Concern (SDVOSBC) to commercial,
state and federal contractors.
Our
principal executive office is located at 1940 Contra Costa Blvd. Pleasant Hill, CA 94523 and our telephone number is (925-777-2111).
Management
We
will need to pay our management team and consultants that assist with managerial and administration efforts in the next twelve
months. We have 4 employees, including a CEO, Director of Sales, Director of Operations, and Lead Developer, and 7 consultants
that assist with mobile consulting, systems engineering, social media efforts and graphic design, on an as-needed basis. We do
not have employment agreements or written consulting agreements with any of our personnel, except for our CEO, Wais Asefi. His
employment agreement obligates us to pay $100,000 annually. In order to compensate him and all of the above managerial and administrative
support, we will require $254,000 in the next twelve months.
Marketing
Plan and Personnel
The
goal is to build engaging content for potential clients to make it clear what we do and that we excel at it. The target audience
for potential and existing clients is primarily small to medium businesses.
Our
objectives to meet this goal include the following:
|
● |
revamping
our website and setting up Google analytics for tracking SEO and keywords; |
|
|
|
|
● |
setting
up accounts for Facebook and LinkedIn for paid advertisements; |
|
|
|
|
● |
designing
and participating in various social media sites; |
|
|
|
|
● |
blogging,
preparing newsletters, and engaging in email campaigns; and |
|
|
|
|
● |
hosting
web seminars with attendance driven by the foregoing; |
To
accomplish these objectives, we will need to hire bloggers, programmers, and graphic, web and video developers. We estimate the
cost for these personnel at $36,000 in the next twelve months.
We
also need to revamp our website, purchase marketing software and materials, Google Analytics, hire IR/PR consultants, set aside
money for conventions, and advertise for Facebook, LinkedIn and other social media. We estimate these expenses at $50,000 for
the next twelve months.
Sales
Personnel
We
intend to hire sales personnel to help grow our business. Our anticipated sales force will work in teams of two. There will be
a position for LDR (Lead Development & Research), who is responsible for originating new leads and converting those leads
into scheduled appointments for an AR (Account Representative), who will perform an online demo overview about our company and
the services we offer. We expect to pay an LDR $25,000 annually and the AE $50,000 annually.
We
hope to eventually have a team in place for each our targeted customer groups, which are as follows:
|
1. |
Lifestyle:
salons, spas, health clubs, gyms, fitness centers, massage, hotels, etc. |
|
2. |
Entertainment:
golf, comedy, bars & nightclubs, casinos, bowling, etc. |
|
3. |
Food
& restaurant: QSR and restaurant style |
|
4. |
Retail:
automotive, clothing, apparel, car washes |
|
5. |
Real
estate and Insurance: brokers advising of deals and updates for clients. |
As
we continue to grow, sales teams will be added in each targeted customer group according to geographic region.
From
our past experience, one team should be able to reach out to 1,600 contacts, and yield 60 demos per month. With this forecast,
which is really just an estimate, one team could generate $6,000 in new sales per month. We hope to hire 2 teams for a total of
$110,000 in the next twelve months.
We
will have one Sales Director over teams and more may be added as our company grows and our geographical customer base expands.
The sales Director is responsible for leading and developing the sales team, organizing and assigning industry specifics and regions,
and working hand in hand with current and new partners for sustained growth. We have one Sales Director already.
Professional
Fees
We
expect to spend roughly $50,000 in professional fees for legal and accounting support in the next twelve months.
Results
of Operation for Three and Nine Months Ended September 30, 2015 and 2014
Revenues
For
the three months ended September 30, 2015, we earned revenues in the amount of $80,289, as compared with revenues of $77,261 for
the three months ended September 30, 2014. For the nine months ended September 30, 2015, we earned revenues in the amount of $236,912,
as compared with revenues of $259,567 for the nine months ended September 30, 2014.
The
decrease is revenues for the nine months ended September 30, 2015 is due to a change in our pricing model to become more competitive.
We expect to achieve greater revenues in 2016.
Cost
of Revenues
Cost
of revenues was $73,494 for the three months ended September 30, 2015, as compared with $61,392 for the same period ended September
30, 2014. Cost of revenues was $101,190 for the nine months ended September 30, 2015, as compared with $112,202 for the same period
ended September 30, 2014.
Our
cost of revenues decreased slightly for the nine months ended September 30, 2015 compared with the same period ended September
30, 2014 and was attributable to less sales.
Operating
Expenses
Our
operating expenses were $116,299 for the three months ended September 30, 2015, as compared with $186,755 for the three months
ended September 30, 2014.
Our
operating expenses were $3,069,358 for the nine months ended September 30, 2015, as compared with $358,996 for the nine months
ended September 30, 2014. Our operating expenses consisted of general and administrative expenses for all periods.
Our
general and administrative expenses for the nine months ended September 30, 2015 mainly consisted of consulting fees of management
compensation of $2,823,231, amortization and depreciation of $144,811, contract labor of $75,928, professional fees of $29,051,
and legal fees of $20,605. Our operating expenses for the nine months ended September 30, 2014 mainly consisted of commissions
of $11,358, consulting fees of $91,556, professional fees of $74,457, payroll of $47,983 and rent of $14,684.
The
major reason for the increase in operating expenses in 2015 over 2014 was a result of $2,700,000 in stock issued to consultants.
Other
Expenses
We
had other expenses of $814,245 for the three months ended September 30, 2015, as compared with $45,675 for the same period ended
September 30, 2014. Other expenses for the three months ended September 30, 2015 consisted of $701,805 due to the loss on change
of derivative liabilities, $97,241 in amortization of debt discount and $15,199 in interest expenses. Other expenses for the three
months ended September 30, 2014 consisted of $26,376 in amortization of debt discount and $19,299 in interest expenses.
We
had other expenses of $1,009,577 for the nine months ended September 30, 2015 with $107,653 for the same period ended September
30, 2014. Other expenses for the nine months ended September 30, 2015 consisted of $830,750 due to the loss on change of derivative
liabilities, $143,487 in amortization of debt discount and $35,340 in interest expenses. Other expenses for the nine months ended
September 30, 2014 consisted of $78,055 in amortization of debt discount and $29,598 in interest expenses.
The
major reason for the increase in other expenses in 2015 over 2014 was the loss on change in derivative liabilities associated
with convertible promissory notes.
Net
Loss
We
had a net loss of $923,749 for the three months ended September 30, 2015, as compared with net loss of $216,561 for the three
months ended September 30, 2014. We had a net loss of $3,943,213 for the nine months ended September 30, 2015, as compared with
net loss of $319,284 for the nine months ended September 30, 2014.
Liquidity
and Capital Resources
As
of September 30, 2015, we had total current assets of $14,969. Our total current liabilities as of September 30, 2015 were $1,568,830.
We had a working capital deficit of $1,553,861 as of September 30, 2015.
Cash
Flows from Operating Activities
Operating
activities used $258,012 in cash the nine months ended September 30, 2015, compared with $105,575 for the nine months ended September
30, 2014. Our net loss of $3,943,213 and accounts payable and accrued expenses of $37,627 were the main component of our negative
operating cash flow, offset mainly by share based compensation of $2,748,000 the loss on derivative liabilities of $830,750 and
amortization of debt discount of $143,487.
Cash
Flows from Financing Activities
Cash
flows provided by financing activities during the three months ended September 30, 2015 amounted to $260,382, compared with $106,380
for the nine months ended September 30, 2014. Our cash flows for the nine months ended September 30, 2015 consisted mostly of
proceeds from the sale of convertible promissory notes and loans payable, offset by payments on such instruments.
Based
upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next
twelve months. We anticipate needing approximately $1,000,000 in the next 12 months. This includes needed expenditures and as
well as our growth plans. We only have $7,167 in cash as of September 30, 2015 and this amount is not sufficient for our needs.
Our
optimum level of growth for success will be achieved if we are able to raise $1,000,000 in the next twelve months. However, funds
are difficult to raise in today’s economic environment. If we are unable to raise $1,000,000 our ability to implement our
business plan and achieve our goals will be significantly diminished.
We
expect that we will not be able to continue operations beyond 6 months with our current available capital resources, which consists
of limited cash and our monthly revenues, without obtaining additional funding or generating more revenues. We will need at a
minimum $250,000 in capital to fund operations in the next 12 months.
We
are dependent on investment capital to continue our survival. We have raised money through convertible debt, almost always on
unfavorable terms. To date, we have not been successful in acquiring our goal of $1,000,000. There is no guarantee that these
small convertible loans will be available to us in the future or on terms acceptable to us. We recently signed an engagement agreement
with a broker-dealer to assist us in raising capital. We paid the broker-dealer 5,000,000 shares of our common stock as an initial
fee. If we raise capital, we will be required to pay commissions and issue warrants on top of the initial fee.
We
do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There
can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
Going
Concern
As
of September 30, 2015, we have an accumulated deficit of $4,565,795. Our ability to continue as a going concern is contingent
upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.
While we are expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate
funds that will be available for operations. These conditions raise substantial doubt about our ability to continue as a going
concern. These financial statements do not include any adjustments that might arise from this uncertainty.
Off
Balance Sheet Arrangements
As
of September 30, 2015, there were no off balance sheet arrangements.
Critical
Accounting Policies
In
December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management
Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
We do not believe that any accounting policies currently fit this definition.
Recently
Issued Accounting Pronouncements
Our
critical accounting policies are disclosed in note 2 of our audited financial statements included in the Form 10K.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
A
smaller reporting company is not required to provide the information required by this Item.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
We
conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2015, to ensure that information required to be disclosed
by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required
to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management,
including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that as of September 30, 2015, our disclosure controls and procedures were not effective at the reasonable
assurance level due to the material weaknesses identified and described below.
Our
principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud.
Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and
our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control
system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of
the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual
a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions.
Remediation
Plan to Address the Material Weaknesses in Internal Control over Financial Reporting
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or
detected on a timely basis. Management identified the following three material weaknesses that have caused management to conclude
that, as of September 30, 2015, our disclosure controls and procedures, and our internal control over financial reporting, were
not effective at the reasonable assurance level:
|
1. |
We
do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls
over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending September 30, 2015.
Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our
assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented
a material weakness. |
|
|
|
|
2. |
We
do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size
and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However,
to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be
performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment
of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material
weakness. |
|
|
|
|
3. |
Effective
controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct
and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed
and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices.
Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee
financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect
across the organization, management has determined that these circumstances constitute a material weakness. |
To
address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial
statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows
for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all
material respects, our financial condition, results of operations and cash flows for the periods presented.
To
remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party
firm to assist us in remedying this material weakness once resources become available.
We
intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order
to segregate duties in a manner that establishes effective internal controls once resources become available.
Changes
in Internal Control over Financial Reporting
No
change in our system of internal control over financial reporting occurred during the period covered by this report, the period
ended September 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
We
are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,
directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse
to us.
Item
1A: Risk Factors
See
risk factors included in our Annual Report on form 10-K for 2014 as well as our Current Report on Form 8-K filed on January 6,
2016.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
The
information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.
During
the nine months ended September 30, 2015, we issued 1,000,000 shares of common stock with a fair value of $5,000 for the partial
conversion of a note payable issued on April 23, 2015.
During
the nine months ended September 30, 2015, we issued 4,000,000 shares of Series A preferred stock with a fair value of $400 to
our officer and director, Wais Asefi.
During
the nine months ended September 30, 2015, we issued 18,000,000 shares of common stock valued at $2,700,000 for services.
During
the nine months ended September 30, 2015, we issued 1,685,393 shares of common stock valued at for the conversion of $15,000 of
a note payable.
During
the nine months ended September 30, 2015, we issued 6,443,000 shares of common stock valued at for the conversion of a note payable
balance and accrued interest in the amount of $12,866.
During
the nine months ended September 30, 2015, we issued 2,178,011 shares of common stock valued at for the conversion of a note payable
balance and in the amount of $8,320.
Subsequent
to September 30, 2015, we entered into the Exchange Agreement and acquired 49% of all of the issued and outstanding membership
units of Aspire in exchange for the issuance of 66,667 shares of our newly created Series B Convertible Preferred Stock pro rata
to the Members.
Subsequent
to September 30, 2015, we issued 2,200,000 shares of common stock valued at $13,332 for partial conversion of a note payable issued
on April 29, 2015.
Subsequent
to September 30, 2015, we issued 818,729 shares of common stock valued at $5,207 for partial conversion of a note payable issued
on April 21, 2015.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given
adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising.
We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted
stock.
Item
3. Defaults upon Senior Securities
None
Item
4. Mine Safety Disclosures
N/A
Item
5. Other Information
None
Item
6. Exhibits
Exhibit
Number |
|
Description
of Exhibit |
|
|
|
31.1 |
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 |
|
|
|
31.2 |
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 |
|
|
|
32.1 |
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
101** |
|
The
following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted
in Extensible Business Reporting Language (XBRL). |
|
|
|
|
|
**Provided
herewith |
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 thereunto duly authorized.
Textmunication
Holdings, Inc. |
|
|
|
|
Date:
|
February
11, 2016 |
|
|
|
|
By: |
/s/
Wais Asefi |
|
Name: |
Wais
Asefi |
|
Title: |
President,
Chief Executive Officer, and Director |
|
CERTIFICATIONS
I,
Wais Asefi, certify that;
1. |
I
have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2015 of Textmunication Holdings, Inc.
(the “registrant”); |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
The
registrant’s 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 control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
|
|
|
d. |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
|
a. |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
|
|
|
b. |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
February 11, 2016 |
|
|
|
|
By: |
/s/
Wais Asefi |
|
Name: |
Wais Asefi |
|
Title: |
Chief Executive Officer |
|
CERTIFICATIONS
I, Wais Asefi, certify that;
1. |
I
have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2015 of Textmunication Holdings, Inc.
(the “registrant”); |
|
|
2. |
Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
|
|
3. |
Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
|
4. |
The registrant’s
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 control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
d. |
Disclosed in this
report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
5. |
The registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions): |
|
a. |
All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b. |
Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting. |
Date: February
11, 2016 |
|
|
|
By: |
/s/
Wais Asefi |
|
Name: |
Wais Asefi |
|
Title: |
Chief Executive Officer |
|
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with the quarterly Report of
Textmunication Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2015 filed with the
Securities and Exchange Commission (the “Report”), I, Wais Asefi, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a)
of the Securities Exchange Act of 1934; and |
|
|
2. |
The information contained in the Report fairly presents, in
all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated
result of operations of the Company for the periods presented. |
By: |
/s/ Wais Asefi |
|
Name: |
Wais Asefi |
|
Title: |
Chief Executive Officer |
|
|
|
|
Date: |
February 11, 2016 |
|
This certification has been furnished solely
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 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 |
- 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
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Sep. 30, 2015 |
Dec. 31, 2014 |
Current assets |
|
|
Cash and cash equivalents |
$ 7,167
|
$ 4,797
|
Receivables |
3,938
|
4,169
|
Due from related party |
3,864
|
3,864
|
Total current assets |
14,969
|
12,830
|
Fixed Assets, net |
1,395
|
1,755
|
Total assets |
16,364
|
14,585
|
Current liabilities |
|
|
Accounts payable and accrued liabilities |
211,907
|
249,534
|
Due to related parties |
$ 11,750
|
11,750
|
Loans payable |
|
8,631
|
Convertible notes payable, net of discount |
$ 188,281
|
$ 132,518
|
Derivitive liability |
1,156,892
|
|
Total current liabilities |
1,568,830
|
$ 402,433
|
Convertible notes payable, net of discount - Long term |
3,667
|
|
Total liabilities |
1,572,497
|
$ 402,433
|
Stockholders' deficit |
|
|
Preferred stock, 10,000,000 shares authorized, $0.0001 par value, 4,000,000 issued and outstanding |
400
|
|
Common stock; $0.0001 par value; 250,000,000 shares authorized; 106,543,534 and 77,437,130 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively. |
10,645
|
$ 7,734
|
Additional paid-in capital |
2,998,617
|
227,000
|
Accumulated deficit |
(4,565,795)
|
(622,582)
|
Total stockholders' deficit |
(1,556,133)
|
(387,848)
|
Total liabilities and stockholders' deficit |
$ 16,364
|
$ 14,585
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
+ 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 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the 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 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.3-4) -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 3 -Subparagraph a(1) -Article 5
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 4 -Article 5
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
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. 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 |
- 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 |
- DefinitionCarrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and 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 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleLongTermNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and 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
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
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, expected to be settled within one year or normal operating cycle, if longer. Includes assets 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 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Liabilities -URI http://asc.fasb.org/extlink&oid=6509677
Reference 3: 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
Reference 4: 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 5: 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 6: 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
+ Details
Name: |
us-gaap_DerivativeLiabilitiesCurrent |
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 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 |
- 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 |
- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the 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 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LoansPayableCurrent |
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 |
- 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
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
|
Sep. 30, 2015 |
Dec. 31, 2014 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
10,000,000
|
10,000,000
|
Preferred stock, shares issued |
4,000,000
|
4,000,000
|
Preferred stock, shares outstanding |
4,000,000
|
4,000,000
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
250,000,000
|
250,000,000
|
Common stock, shares issued |
106,543,534
|
77,437,130
|
Common stock, shares outstanding |
106,543,534
|
77,437,130
|
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
Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
|
|
Revenues |
$ 80,289
|
$ 77,261
|
$ 236,912
|
$ 259,567
|
Cost of revenues |
73,494
|
61,392
|
101,190
|
112,202
|
Gross profit |
6,795
|
15,869
|
135,722
|
147,365
|
Operating expenses |
|
|
|
|
General and administrative expenses |
116,299
|
186,755
|
3,069,358
|
358,996
|
Total operating expenses |
116,299
|
186,755
|
3,069,358
|
358,996
|
Loss from operations |
(109,504)
|
(170,886)
|
(2,933,636)
|
(211,631)
|
Other expense |
|
|
|
|
Interest expense |
(15,199)
|
$ (19,299)
|
(35,340)
|
$ (29,598)
|
Loss on change of derivitive liability |
(701,805)
|
|
(830,750)
|
|
Amortization of debt discount |
(97,241)
|
$ (26,376)
|
(143,487)
|
$ (78,055)
|
Total other expense |
(814,245)
|
(45,675)
|
(1,009,577)
|
(107,653)
|
Net loss |
$ (923,749)
|
$ (216,561)
|
$ (3,943,213)
|
$ (319,284)
|
Basic weighted average common shares outstanding |
89,868,530
|
67,082,130
|
81,398,857
|
67,082,130
|
Net loss per common share: basic and diluted |
$ (0.01)
|
$ (0.00)
|
$ (0.05)
|
$ (0.00)
|
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 |
- 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 |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (a),(c),(d),(e) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
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 |
- 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 |
- DefinitionInterest expense on all other items not previously classified. For example, includes dividends associated with redeemable preferred stock of a subsidiary that is treated as a liability in the parent's consolidated balance sheet.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4D -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624177-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph -4 -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_InterestExpenseOther |
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 |
- 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 |
- DefinitionThe net amount of other income and expense amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income (expense) recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) net gains or losses on securities, (d) unusual costs, (e) gains or losses on foreign exchange transactions, and (f) miscellaneous other income and expense items.
+ 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 210.5-03.9) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_OtherNonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OtherNonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTotal revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts.
+ 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_SalesRevenueNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.
+ 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
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 30 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51677171&loc=d3e3636-108311
+ Details
Name: |
us-gaap_SellingGeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 45 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=7655603&loc=d3e1448-109256
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Weighted-Average Number of Common Shares Outstanding -URI http://asc.fasb.org/extlink&oid=6528421
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
9 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Cash Flows from Operating Activities |
|
|
Net loss |
$ (3,943,213)
|
$ (319,284)
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
Amortization of debt discount |
143,487
|
$ 78,055
|
Loss on derivative liability |
830,750
|
|
Share based compensation |
2,748,000
|
|
Depreciation |
360
|
$ 436
|
Changes in assets and liabilities |
|
|
Receivables |
$ 231
|
(3,683)
|
Prepaid expenses |
|
1,265
|
Accounts payable and accrued expenses |
$ (37,627)
|
137,636
|
Net cash from operating activities |
$ (258,012)
|
(105,575)
|
Purchase of fixed assets |
|
(2,178)
|
Net cash used in investing activities |
|
(2,178)
|
Cash Flows from Financing Activities |
|
|
Proceeds from loans payable |
$ 24,800
|
52,492
|
Payments on loans payable |
(33,959)
|
(1,112)
|
Proceeds from convertible notes payable |
363,000
|
$ 55,000
|
Payments on convertible notes payable |
(93,459)
|
|
Net cash from financing activities |
260,382
|
$ 106,380
|
Net increase in cash |
2,370
|
(1,373)
|
Cash, beginning of period |
4,797
|
1,416
|
Cash, end of period |
7,167
|
$ 43
|
Supplemental disclosure of cash flow information |
|
|
Cash paid for interest |
$ 2,691
|
|
Cash paid for tax |
|
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
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 |
- DefinitionAmount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are 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. 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. Includes effect from exchange rate changes.
+ 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 830 -SubTopic 230 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=49171198&loc=d3e33268-110906
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
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 |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (a),(c),(d),(e) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionChange in recurring obligations of a business that arise from the acquisition of merchandise, materials, supplies and services used in the production and 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_IncreaseDecreaseInAccountsPayableTrade |
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 |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.
+ 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_IncreaseDecreaseInPrepaidExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
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 |
- DefinitionAmount of cash inflow (outflow) from operating activities, including 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_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
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 |
- 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 |
- DefinitionThe cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Investing Activities -URI http://asc.fasb.org/extlink&oid=6516133
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3213-108585
+ Details
Name: |
us-gaap_PaymentsToAcquirePropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt 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 -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing having initial term of repayment within 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 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow from the repayment of a long-term debt 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 -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3291-108585
+ Details
Name: |
us-gaap_RepaymentsOfConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for a borrowing having initial term of repayment within 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 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3291-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_RepaymentsOfShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
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 |
|
v3.3.1.900
Basis of Presentation and Going Concern
|
9 Months Ended |
Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Basis of Presentation and Going Concern |
NOTE 1 BASIS OF PRESENTATION AND
GOING CONCERN
Basis of Presentation
The accompanying unaudited interim financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements
and notes thereto contained in the Companys most recent Annual Financial Statements filed with the SEC on Form 10-K. In
the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim period presented have been reflected herein. The results of operations for
the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period,
as reported in the Form 10-K, have been omitted.
Going concern
These consolidated financial statements have
been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the
realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of September 30,
2015, the Company has an accumulated deficit of $4,565,795. The companys ability to continue as a going concern is contingent
upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations.
While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate
funds that will be available for operations. These conditions raise substantial doubt about the Companys ability to continue
as a going concern. These consolidated financial statements do not include any adjustments that might arise from this uncertainty.
Reclassifications
Certain reclassifications have been made to
the prior years financial statements to conform to the current years presentation. These reclassifications had no
effect on previously reported results of operations. The Company reclassified liabilities due to debt holders from loans payable
to accounts payable and accrued liabilities. The Company also reclassified certain liabilities from convertible notes payable
to due to related parties.
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35735333&loc=d3e288-107754
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 272 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Summary of Significant Accounting Policies
|
9 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Cash
The Company considers all highly liquid instruments
purchased with a maturity of three months or less to be cash equivalents.
The Company minimizes its credit risk associated
with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally
insured limits. At September 30, 2015 no cash balances exceeded the federally insured limit.
Accounts receivable and allowance for doubtful
accounts
Accounts receivable are stated at the amount
management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides
an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information
and existing economic conditions. As of September 30, 2015 and December 31, 2014 the allowance for doubtful accounts was $0 and
bad debt expense of $0, respectively.
Revenue Recognition
We recognize revenue in accordance with Accounting
Standards Codification, or (ASC), 605, Revenue Recognition. We recognize revenue when all of the following conditions
are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount
of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is reasonably assured.
Thus, we recognize subscription revenue on
a monthly basis, as services are provided. Customers are billed for the subscription on a monthly, quarterly, semi-annual or annual
basis, at the customers option.
Fair Value of Financial Instruments
The carrying amounts reflected in the balance
sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these
items.
As required by the Fair Value Measurements
and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2)
inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable
inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The three levels of the fair value hierarchy
are described below:
Level 1: Unadjusted quoted prices
in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets
that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset
or liability;
Level 3: Prices or valuation techniques
that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market
activity).
The fair value of the accounts receivable,
accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value.
Net income (loss) per Common Share
Basic net income (loss) per share is computed
by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding
during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive.
Property and equipment
Property and equipment are stated at cost,
less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from
three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense
as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any
gain or loss thereon is reflected in operations.
Recent Accounting Pronouncements
No new accounting pronouncements issued or
effective during the fiscal year has had or is expected to have a material impact on the financial statements.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18861-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18726-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18743-107790
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18854-107790
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Accounts Receivable and Factoring Agreement
|
9 Months Ended |
Sep. 30, 2015 |
Receivables [Abstract] |
|
Accounts Receivable and Factoring Agreement |
Note
3 ACCOUNTS RECEIVABLE AND FACTORING AGREEMENT
In the ordinary course of business, the Company
may utilize accounts receivable-credit card factoring agreements with third-party financing company in order to accelerate its
cash collections from product sales. In addition, these agreements provide the Company with the ability to limit credit exposure
to potential bad debts, to better manage costs related to collections as well as to enable customers to extend their credit terms.
These agreements involve the ownership transfer of eligible trade accounts receivable, without recourse or discount, to a third
party financial institution in exchange for cash.
The Company accounts for these transactions
in accordance with ASC 860, Transfers and Servicing (ASC 860). ASC 860 allows for the ownership transfer
of accounts receivable to qualify for sale treatment when the appropriate criteria is met, which permits the Company to present
the balances sold under the program to be excluded from Accounts receivable, net on the Consolidated Balance Sheet. Receivables
are considered sold when (i) they are transferred beyond the reach of the Company and its creditors, (ii) the purchaser has the
right to pledge or exchange the receivables, and (iii) the Company has surrendered control over the transferred receivables. In
addition, the Company provides no other forms of continued financial support to the purchaser of the receivables once the receivables
are sold.
|
X |
- DefinitionThe entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5066-111524
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 210.5-02.3,4) -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 310 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5162-111524
Reference 4: 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.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5074-111524
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 7 -Article 9
+ Details
Name: |
us-gaap_LoansNotesTradeAndOtherReceivablesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_ReceivablesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Related Party Transactions
|
9 Months Ended |
Sep. 30, 2015 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
NOTE 4 RELATED PARTY TRANSACTIONS
During the year ended December 31, 2014, the
Company received advances from a related party. The loans are due on demand and have no interest. Amounts outstanding as of September
30, 2015 and December 31, 2014 was approximately $11,750 and $11,750, respectively.
During the year ended December 31, 2014, the
Company advanced funds to certain related parties. The loans are due on demand and have no interest. Amounts outstanding as of
September 30, 2015 and December 31, 2014 was approximately $3,864 and $3,864, respectively.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864
Reference 6: 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.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Loans Payable
|
9 Months Ended |
Sep. 30, 2015 |
Payables and Accruals [Abstract] |
|
Loans Payable |
Note
5 LOANS PAYABLE
As of September 30, 2015 and December 31,
2014, the Company has short term notes payable of $0 and $8,631, respectively. During the nine months ended September 30, 2015,
the Company received proceeds of $24,800 and made payments of $33,959 from certain short term loan payable with interest rates
ranging from 10%-23%. Interest recorded on the notes for the nine months ended September 30, 2015 and 2014 was $2,691 and $0,
respectively.
|
X |
- DefinitionThe entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.
+ 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(a),20,24) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_PayablesAndAccrualsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Convertible Note Payable
|
9 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Convertible Note Payable |
NOTE 6 CONVERTIBLE NOTE PAYABLE
Convertible notes payable consists of
the following as of September 30, 2015 and December 31, 2014
Description |
|
September 30, 2015 |
|
|
December 31, 2014 |
|
|
|
|
|
|
|
|
In connection with the SEA, the Company assumed three convertible promissory notes for an aggregate of $13,670, net of debt discount. The notes mature on September 14, 2014 and accrue interest at a rate of 12% per annum. The note principal is convertible at a price of $.00382 per share. At issuance the fair market value of the Companys common stock was $.013 per share. The conversion feature of the note is considered beneficial to the investor due to the conversion price for the convertible note being lower than the fair market value of the common stock on the date the note was issued. The beneficial conversion feature was recorded at the debts inception as a discount of the debt of $76,429 and is being amortized over the lives of the convertible debt. Amortization of debt discount during the three months ended September 30, 2015 and 2014 was $0 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $0, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $3,788 and $0, respectively. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One of the holders of the convertible promissory notes with a principal value of $25,476, entered into note purchase and assignment agreements whereby half of the principal of the note was assigned to two separate note holders. The original note was substituted and replaced by two amended and restated 12% convertible promissory notes with restated principal amounts of $12,738 each. All other terms of the original note remain in effect. |
|
$ |
33,729 |
|
|
|
42,048 |
|
|
|
|
|
|
|
|
|
|
In connection with the SEA, the Company assumed a convertible note for an aggregate of $36,363, net of debt discount. The note matures on November 7, 2014 and interest accrues at a rate of 20% per annum. The note principal is convertible into common stock at the rate of $.001 per share or 50 million shares of the Companys common stock but such conversion can only take effect upon default of the note. The note is secured by 59,400,000 shares of the Companys common stock. In conjunction with the note the Company issued 750,000 shares of restricted common stock and 1,000,000 common stock purchase warrants exercisable for twelve months at $.10 per warrant for one share of Company common stock. |
|
|
30,000 |
|
|
|
50,000 |
|
The relative fair value of the common stock and warrants at the debts inception of $6,884 and $9,121, respectively were recorded as a discount to the debt and are being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 606.16%; no dividend yield; and a risk free interest rate of 0.11%. Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $2,869 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $5,077, respectively. Interest expense recorded on the convertible note for the six months ended September 30, 2015 and 2014 was $4,504 and $0, respectively. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On November 17, 2013, the Company issued a $10,000 convertible promissory note. The note matures on May 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $1,297 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 608.68%; no dividend yield; and a risk free interest rate of 0.13%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $972 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2015 was $0 and $544, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
On January 20, 2014, the Company issued a $5,000 convertible promissory note. The note matures on May 1, 2015 and accrues interest at a rate of 6% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 50,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $651 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 588.26%; no dividend yield; and a risk free interest rate of 0.11%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $249 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $0, respectively. Interest expense recorded on the convertible note for the three months ended September 30, 2015 and 2014 was $0 and $0, respectively. |
|
|
- |
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
On February 13, 2014, the Company issued two $5,000 convertible promissory notes. The notes mature on May 31, 2015 and accrue interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.29%; no dividend yield; and a risk free interest rate of 0.12%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30 2015 and 2014 was $2,260 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $1,712, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
On March 10, 2014, the Company issued a $10,000 convertible promissory note. The note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.26%; no dividend yield; and a risk free interest rate of 0.12%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $1,538 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $2,264, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
- |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
On April 17, 2014, the Company issued a $10,000 convertible promissory note. The note matures on October 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,000 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 444.14%; no dividend yield; and a risk free interest rate of 0.11%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $4,398 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $310 and $5,292, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
On May 29, 2014, the Company issued a $10,000 convertible promissory note. The note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 290.82%; no dividend yield; and a risk free interest rate of 0.10%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $2,589 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $1,268 and $4,189, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
On July 7, 2014, the Company issued a $10,000 convertible promissory note. The note matures on July 7, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 290.82%; no dividend yield; and a risk free interest rate of 0.12%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $4,849 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $6,400, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
On February 27, 2015, we entered into a convertible promissory note pursuant to which we borrowed $64,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on November 25, 2015. The note is convertible at any time following 180 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 55% of the lowest average three-day market price of our common stock during the 10 trading days prior to the notice of conversion, subject to adjustment as described in the note. The holders ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of our outstanding shares of common stock. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The note was paid during the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the three months ended September 30, 2015 and 2014 was $28,288 and $0, respectively. |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On April 21, 2015, we entered into a convertible promissory note pursuant to which we borrowed $26,500, including a debt discount of $1,650. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on April 20, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest average three-day market price of our common stock during the 15 trading days up until date the notice of conversion. The Company recorded a debt discount in the amount of $26,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $31,976 and an initial loss of $5,326 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $13,768 debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $55,768 resulting in a loss on the change in fair value of the derivative of $3,215 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $952 and $0, respectively. |
|
|
26,650 |
|
|
|
- |
|
On April 29, 2015, the Company issued a convertible promissory note in which the Company will be taking tranche payments, the total of these payments cannot exceed $400,000. There is an original discount component of 10% per tranche. Therefore, the funds available to the Company will be $360,000 and the liability (net of interest) will be $400,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal and OID balance becoming due 24 months after receipt. Each tranche bears interest at 0% for the first 90 days and 12% per annum thereafter. The loan is secured by shares of the Companys common stock. Each portion of the loan becomes convertible immediately after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 60% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the period ended September 30, 2015, the Company has received one tranche disbursements of $25,000 on April 29, 2015. The tranche included an original issue discount of $2,779. The Company recorded a debt discount related to the tranche in the amount of $27,779 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $45,187 and an initial loss of $17,409 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $5,860 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $107,586 resulting in a gain on the change in fair value of the derivative of $13,076 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $1,416 and $0, respectively. |
|
|
27,779 |
|
|
|
- |
|
On April 28, 2015, we entered into a convertible promissory note pursuant to which we borrowed $40,000, including a debt discount of $3,500. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due on April 28, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of the lower of the closing sale price of common stock on the trading day immediately preceding the conversion date and 50% of the lowest market price of our common stock during the 20 trading days up until date the notice of conversion. The Company recorded a debt discount in the amount of $40,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $34,031 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $14,452 debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $202,337 resulting in a loss on the change in fair value of the derivative of $168,306 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $2,052 and $0, respectively. |
|
|
40,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On April 23, 2015, we entered into a convertible promissory note pursuant to which we borrowed $25,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on April 23, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest market price of our common stock during the 15 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $45,446 and an initial loss of $7,106 based on the Black Scholes Merton pricing model. On September 9, 2015, the note holder converted $5,000 of the note payable into 1,000,000 shares of common stock. The converted portion of the note also had an associated derivative liability with a fair value on the date of conversion of $8,608. |
|
|
|
|
|
|
|
|
As of September 30, 2015, $10,811 debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $52,871 resulting in a gain on the change in fair value of the derivative of $15,493 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $706 and $0, respectively. |
|
|
20,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On May 12, 2015, we entered into a convertible promissory note pursuant to which we borrowed $57,500, including a debt discount of $7,500. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on April 23, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest day market price of our common stock during the 15 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $107,590 and an initial loss of $57,590 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $20,085 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $108,209 resulting in a loss on the change in fair value of the derivative of $619 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $1,790 and $0, respectively. |
|
|
57,500 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On July 10, 2015, we entered into a convertible promissory note pursuant to which we borrowed $25,000, including a debt discount of $3,500. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due on January 30, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest day market price of our common stock during the 10 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $26,056 and an initial loss of $1,056 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
As of September 30, 2015, $10,049 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $33,970 resulting in a gain on the change in fair value of the derivative of $7,914 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $682 and $0, respectively. |
|
|
25,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On August 21, 2015, we entered into a convertible promissory note pursuant to which we borrowed $55,750, including a debt discount of $5,750. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 21, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 55% of the lowest day market price of our common stock during the 25 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $55,750 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $87,934 and an initial loss of $32,184 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $8,139 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $218,320 resulting in a loss on the change in fair value of the derivative of $130,386 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $1,521 and $0, respectively. |
|
|
55,750 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On September 9, 2015, we entered into a convertible promissory note pursuant to which we borrowed $50,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on June 7, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during the 10 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $398,275 and an initial loss of $348,275 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
As of September 30, 2015, $3,860 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $135,416 resulting in a gain on the change in fair value of the derivative of $262,859 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $241 and $0, respectively. |
|
|
50,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On September 22, 2015, we entered into a convertible promissory note pursuant to which we borrowed $15,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on March 22, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during the 25 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $15,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $131,633 and an initial loss of $116,633 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $659 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $90,883 resulting in a gain on the change in fair value of the derivative of $40,750 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $37 and $0, respectively. |
|
|
15,000 |
|
|
|
- |
|
On September 23, 2015, we entered into a convertible promissory note pursuant to which we borrowed $25,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on March 23, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during the 25 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of 206,447 and an initial loss of $181,447 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $962 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $151,532 resulting in a gain on the change in fair value of the derivative of $54,916 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $55 and $0, respectively. |
|
|
25,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total convertible notes payable |
|
|
456,408 |
|
|
|
157,048 |
|
Less discounts |
|
|
(264,460 |
) |
|
|
(24,530 |
) |
Convertible notes net of discount |
|
$ |
191,948 |
|
|
$ |
132,518 |
|
The Company accounts for the fair value
of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 Derivatives and Hedging; Embedded
Derivatives (Topic No. 815-15). Topic No. 815-15 requires the Company to bifurcate and separately account
for the conversion features as an embedded derivative contained in the Companys convertible debt. The Company is required
to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value
as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model.
The Black-Scholes model utilized the
following inputs to value the derivative liability at the date of issuance of the convertible note and at September 30, 2015:
Fair value assumptions derivative notes: |
|
September 30, 2015 |
|
Risk free interest rate |
|
|
0.28 |
% |
Expected term (years) |
|
|
0.721-1.58 |
|
Expected volatility |
|
|
307.49 |
% |
Expected dividends |
|
|
0 |
% |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
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 |
|
v3.3.1.900
Commitments and Contingencies
|
9 Months Ended |
Sep. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Note
6 COMMITMENTS AND CONTINGENCIES
Office Lease
On January 6, 2015 the Company signed
an amendment to its lease originally signed on May 9, 2008. The amended lease commenced January 1, 2015 and expires on thirty days
notice. Rent expense was approximately $5,156 and $0 and $19,153 and $14,684 for the three and nine months ended September 30,
2015 and 2014, respectively.
Current month to month lease is for
$2,000 a month.
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
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 |
|
v3.3.1.900
Stockholders' Equity
|
9 Months Ended |
Sep. 30, 2015 |
Equity [Abstract] |
|
Stockholders' Equity |
Note
7 STOCKHOLDERS EQUITY
The Company is authorized to issue an
aggregate of 250,000,000 shares of common stock with a par value of $0.0001. The Company is also authorized to issue 10,000,000
shares of blank check preferred stock with a par value of $0.0001, which includes 4,000,000 shares of Series A preferred
stock (Series A).
Under the Certificate of Designation,
holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution
upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders
of our common stock on all matters submitted to shareholders at a rate of three hundred (300) votes for each share held.
As of September 30, 2015, 106,543,534
and 4,000,000 shares of common and Series A preferred stock, were issued and outstanding, respectively.
During the year ended December 31, 2014,
we received $20,000 for the purchase of 200,000 common shares sold a price of $0.10 per share. As of April 24, 2015, due to an
administrative error, the Company had not physically issued the shares, and therefore, we agreed to settle with the investor through
the issuance of $20,000, 8% note payable. The note was subsequently refinanced along with a $5,000 note issued on January 24, 2014
into a $25,000 8% convertible note issued on April 24, 2015.
During the nine months ended September
30, 2015, the Company issued 1,000,000 shares of common stock with a fair value of $5,000 for the partial conversion of a note
payable issued on April 23, 2015. The converted portion of the note also had an associated derivative liability with a fair value
on the date of conversion of $8,608. The conversion of the derivative liability has been recorded through additional paid-in capital.
During the nine months ended September
30, 2015, the Company issued 4,000,000 shares of Series A preferred stock with a fair value of $400.
During the nine months ended September
30, 2015, the Company issued 18,000,000 shares of common stock valued at $2,700,000 for services.
During the nine months ended September 30,
2015, the Company issued 1,685,393 shares of common stock valued at for the conversion of $15,000 of a note payable.
During the nine months ended September 30,
2015, the Company issued 6,443,000 shares of common stock valued at for the conversion of a note payable balance and accrued interest
in the amount of $12,866.
During the nine months ended September 30,
2015, the Company issued 2,178,011 shares of common stock valued at for the conversion of a note payable balance and in the amount
of $8,320.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
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
Subsequent Events
|
9 Months Ended |
Sep. 30, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
NOTE 8 SUBSEQUENT EVENTS
On January 5, 2016, pursuant to Article III
of our Articles of Incorporation, the Companys Board of Directors voted to designate a class of preferred stock entitled
Series B Convertible Preferred Stock, consisting of up 66,667 shares, par value $0.0001. Under the Certificate of Designation,
holders of Series B Convertible Preferred Stock will participate on an equal basis per-share with holders of the Companys
common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series B
Convertible Preferred Stock are not entitled to voting rights.
On January 5, 2016,
the Company entered into a Share Exchange Agreement with Aspire Consulting Group, LLC, a Virginia limited liability company
(Aspire), and certain members of Aspire (the Members).
Pursuant to the terms of the Exchange Agreement,
the Company agreed to acquire 49% of all of the issued and outstanding membership units of Aspire in exchange for the issuance
of 66,667 shares of the Companys newly created Series B Convertible Preferred Stock pro rata to the Members.
Subsequent to September 30, 2015, the Company
issued 2,200,000 shares of common stock valued at $13,332 for partial conversion of a note payable issued on April 29, 2015.
Subsequent to September 30, 2015, the Company
issued 818,729 shares of common stock valued at $5,207 for partial conversion of a note payable issued on April 21, 2015.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
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
Summary of Significant Accounting Policies (Policies)
|
9 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Cash |
Cash
The Company considers all highly liquid instruments
purchased with a maturity of three months or less to be cash equivalents.
The Company minimizes its credit risk associated
with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed
federally insured limits. At September 30, 2015 no cash balances exceeded the federally insured limit.
|
Accounts Receivable and Allowance for Doubtful Accounts |
Accounts receivable and allowance for doubtful
accounts
Accounts receivable are stated at the amount
management expects to collect. The Company generally does not require collateral to support customer receivables. The Company
provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection
information and existing economic conditions. As of September 30, 2015 and December 31, 2014 the allowance for doubtful accounts
was $0 and bad debt expense of $0, respectively.
|
Revenue Recognition |
Revenue Recognition
We recognize revenue in accordance with Accounting
Standards Codification, or (ASC), 605, Revenue Recognition. We recognize revenue when all of the following conditions
are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount
of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is reasonably assured.
Thus, we recognize subscription revenue on
a monthly basis, as services are provided. Customers are billed for the subscription on a monthly, quarterly, semi-annual or annual
basis, at the customers option.
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The carrying amounts reflected in the balance
sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these
items.
As required by the Fair Value Measurements
and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2)
inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable
inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The three levels of the fair value hierarchy
are described below:
Level 1: Unadjusted quoted prices
in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets
that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset
or liability;
Level 3: Prices or valuation techniques
that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market
activity).
The fair value of the accounts receivable,
accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value.
|
Net Income (loss) Per Common Share |
Net income (loss) per Common Share
Basic net income (loss) per share is computed
by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding
during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive.
|
Property and Equipment |
Property and equipment
Property and equipment are stated at cost,
less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range
from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to
expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts,
and any gain or loss thereon is reflected in operations.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
No new accounting pronouncements issued or
effective during the fiscal year has had or is expected to have a material impact on the financial statements.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 305 -SubTopic 10 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6375392&loc=d3e26790-107797
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4273-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 5: 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 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Financial Reporting Release (FRR) -Number 203 -Paragraph 02-03
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 1 -Article 5
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: 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 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the fair value of financial instruments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13279-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 60 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260
+ Details
Name: |
us-gaap_FairValueOfFinancialInstrumentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.
+ ReferencesReference 1: 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 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: 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(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5144-111524
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 4 -Article 5
+ Details
Name: |
us-gaap_ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18823-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18726-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 13.B.Q1) -URI http://asc.fasb.org/extlink&oid=27012821&loc=d3e214044-122780
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 13 -Section B -Paragraph Question 1
+ Details
Name: |
us-gaap_RevenueRecognitionPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Convertible Note Payable (Tables)
|
9 Months Ended |
Sep. 30, 2015 |
Debt Disclosure [Abstract] |
|
Schedule of Convertible Note Payable |
Convertible notes payable consists of
the following as of September 30, 2015 and December 31, 2014
Description |
|
September 30, 2015 |
|
|
December 31, 2014 |
|
|
|
|
|
|
|
|
In connection with the SEA, the Company assumed three convertible promissory notes for an aggregate of $13,670, net of debt discount. The notes mature on September 14, 2014 and accrue interest at a rate of 12% per annum. The note principal is convertible at a price of $.00382 per share. At issuance the fair market value of the Companys common stock was $.013 per share. The conversion feature of the note is considered beneficial to the investor due to the conversion price for the convertible note being lower than the fair market value of the common stock on the date the note was issued. The beneficial conversion feature was recorded at the debts inception as a discount of the debt of $76,429 and is being amortized over the lives of the convertible debt. Amortization of debt discount during the three months ended September 30, 2015 and 2014 was $0 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $0, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $3,788 and $0, respectively. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One of the holders of the convertible promissory notes with a principal value of $25,476, entered into note purchase and assignment agreements whereby half of the principal of the note was assigned to two separate note holders. The original note was substituted and replaced by two amended and restated 12% convertible promissory notes with restated principal amounts of $12,738 each. All other terms of the original note remain in effect. |
|
$ |
33,729 |
|
|
|
42,048 |
|
|
|
|
|
|
|
|
|
|
In connection with the SEA, the Company assumed a convertible note for an aggregate of $36,363, net of debt discount. The note matures on November 7, 2014 and interest accrues at a rate of 20% per annum. The note principal is convertible into common stock at the rate of $.001 per share or 50 million shares of the Companys common stock but such conversion can only take effect upon default of the note. The note is secured by 59,400,000 shares of the Companys common stock. In conjunction with the note the Company issued 750,000 shares of restricted common stock and 1,000,000 common stock purchase warrants exercisable for twelve months at $.10 per warrant for one share of Company common stock. |
|
|
30,000 |
|
|
|
50,000 |
|
The relative fair value of the common stock and warrants at the debts inception of $6,884 and $9,121, respectively were recorded as a discount to the debt and are being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 606.16%; no dividend yield; and a risk free interest rate of 0.11%. Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $2,869 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $5,077, respectively. Interest expense recorded on the convertible note for the six months ended September 30, 2015 and 2014 was $4,504 and $0, respectively. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On November 17, 2013, the Company issued a $10,000 convertible promissory note. The note matures on May 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $1,297 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 608.68%; no dividend yield; and a risk free interest rate of 0.13%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $972 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2015 was $0 and $544, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
On January 20, 2014, the Company issued a $5,000 convertible promissory note. The note matures on May 1, 2015 and accrues interest at a rate of 6% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 50,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $651 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 588.26%; no dividend yield; and a risk free interest rate of 0.11%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $249 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $0, respectively. Interest expense recorded on the convertible note for the three months ended September 30, 2015 and 2014 was $0 and $0, respectively. |
|
|
- |
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
On February 13, 2014, the Company issued two $5,000 convertible promissory notes. The notes mature on May 31, 2015 and accrue interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.29%; no dividend yield; and a risk free interest rate of 0.12%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30 2015 and 2014 was $2,260 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $1,712, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
On March 10, 2014, the Company issued a $10,000 convertible promissory note. The note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.26%; no dividend yield; and a risk free interest rate of 0.12%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $1,538 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $2,264, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
- |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
On April 17, 2014, the Company issued a $10,000 convertible promissory note. The note matures on October 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,000 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 444.14%; no dividend yield; and a risk free interest rate of 0.11%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $4,398 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $310 and $5,292, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
On May 29, 2014, the Company issued a $10,000 convertible promissory note. The note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 290.82%; no dividend yield; and a risk free interest rate of 0.10%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $2,589 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $1,268 and $4,189, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
On July 7, 2014, the Company issued a $10,000 convertible promissory note. The note matures on July 7, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 290.82%; no dividend yield; and a risk free interest rate of 0.12%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount during the nine months ended September 30, 2015 and 2014 was $4,849 and $0, respectively and the unamortized discount at September 30, 2015 and December 31, 2014 was $0 and $6,400, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2015 and 2014 was $901 and $0, respectively. |
|
|
10,000 |
|
|
|
10,000 |
|
On February 27, 2015, we entered into a convertible promissory note pursuant to which we borrowed $64,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on November 25, 2015. The note is convertible at any time following 180 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 55% of the lowest average three-day market price of our common stock during the 10 trading days prior to the notice of conversion, subject to adjustment as described in the note. The holders ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of our outstanding shares of common stock. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The note was paid during the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the three months ended September 30, 2015 and 2014 was $28,288 and $0, respectively. |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On April 21, 2015, we entered into a convertible promissory note pursuant to which we borrowed $26,500, including a debt discount of $1,650. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on April 20, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest average three-day market price of our common stock during the 15 trading days up until date the notice of conversion. The Company recorded a debt discount in the amount of $26,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $31,976 and an initial loss of $5,326 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $13,768 debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $55,768 resulting in a loss on the change in fair value of the derivative of $3,215 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $952 and $0, respectively. |
|
|
26,650 |
|
|
|
- |
|
On April 29, 2015, the Company issued a convertible promissory note in which the Company will be taking tranche payments, the total of these payments cannot exceed $400,000. There is an original discount component of 10% per tranche. Therefore, the funds available to the Company will be $360,000 and the liability (net of interest) will be $400,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal and OID balance becoming due 24 months after receipt. Each tranche bears interest at 0% for the first 90 days and 12% per annum thereafter. The loan is secured by shares of the Companys common stock. Each portion of the loan becomes convertible immediately after date of the note. The loan and any accrued interest can then be converted into shares of the Companys common stock at a rate of 60% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. During the period ended September 30, 2015, the Company has received one tranche disbursements of $25,000 on April 29, 2015. The tranche included an original issue discount of $2,779. The Company recorded a debt discount related to the tranche in the amount of $27,779 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $45,187 and an initial loss of $17,409 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $5,860 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $107,586 resulting in a gain on the change in fair value of the derivative of $13,076 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $1,416 and $0, respectively. |
|
|
27,779 |
|
|
|
- |
|
On April 28, 2015, we entered into a convertible promissory note pursuant to which we borrowed $40,000, including a debt discount of $3,500. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due on April 28, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of the lower of the closing sale price of common stock on the trading day immediately preceding the conversion date and 50% of the lowest market price of our common stock during the 20 trading days up until date the notice of conversion. The Company recorded a debt discount in the amount of $40,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $34,031 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $14,452 debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $202,337 resulting in a loss on the change in fair value of the derivative of $168,306 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $2,052 and $0, respectively. |
|
|
40,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On April 23, 2015, we entered into a convertible promissory note pursuant to which we borrowed $25,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on April 23, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest market price of our common stock during the 15 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $45,446 and an initial loss of $7,106 based on the Black Scholes Merton pricing model. On September 9, 2015, the note holder converted $5,000 of the note payable into 1,000,000 shares of common stock. The converted portion of the note also had an associated derivative liability with a fair value on the date of conversion of $8,608. |
|
|
|
|
|
|
|
|
As of September 30, 2015, $10,811 debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $52,871 resulting in a gain on the change in fair value of the derivative of $15,493 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $706 and $0, respectively. |
|
|
20,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On May 12, 2015, we entered into a convertible promissory note pursuant to which we borrowed $57,500, including a debt discount of $7,500. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on April 23, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest day market price of our common stock during the 15 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $107,590 and an initial loss of $57,590 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $20,085 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $108,209 resulting in a loss on the change in fair value of the derivative of $619 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $1,790 and $0, respectively. |
|
|
57,500 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On July 10, 2015, we entered into a convertible promissory note pursuant to which we borrowed $25,000, including a debt discount of $3,500. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due on January 30, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 60% of the lowest day market price of our common stock during the 10 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $26,056 and an initial loss of $1,056 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
As of September 30, 2015, $10,049 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $33,970 resulting in a gain on the change in fair value of the derivative of $7,914 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $682 and $0, respectively. |
|
|
25,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On August 21, 2015, we entered into a convertible promissory note pursuant to which we borrowed $55,750, including a debt discount of $5,750. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on May 21, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 55% of the lowest day market price of our common stock during the 25 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $55,750 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $87,934 and an initial loss of $32,184 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $8,139 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $218,320 resulting in a loss on the change in fair value of the derivative of $130,386 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $1,521 and $0, respectively. |
|
|
55,750 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On September 9, 2015, we entered into a convertible promissory note pursuant to which we borrowed $50,000. Interest under the convertible promissory note is 8% per annum, and the principal and all accrued but unpaid interest is due on June 7, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during the 10 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $50,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $398,275 and an initial loss of $348,275 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
As of September 30, 2015, $3,860 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $135,416 resulting in a gain on the change in fair value of the derivative of $262,859 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $241 and $0, respectively. |
|
|
50,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On September 22, 2015, we entered into a convertible promissory note pursuant to which we borrowed $15,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on March 22, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during the 25 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $15,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $131,633 and an initial loss of $116,633 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $659 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $90,883 resulting in a gain on the change in fair value of the derivative of $40,750 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $37 and $0, respectively. |
|
|
15,000 |
|
|
|
- |
|
On September 23, 2015, we entered into a convertible promissory note pursuant to which we borrowed $25,000. Interest under the convertible promissory note is 10% per annum, and the principal and all accrued but unpaid interest is due on March 23, 2016. The note is convertible at any time following the issuance date at noteholders option into shares of our common stock at a variable conversion price of 50% of the lowest day market price of our common stock during the 25 trading days prior the date of the notice of conversion. The Company recorded a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of 206,447 and an initial loss of $181,447 based on the Black Scholes Merton pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2015, $962 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $151,532 resulting in a gain on the change in fair value of the derivative of $54,916 for the nine months ended September 30, 2015. Interest expense recorded on the convertible note for the nine months ended September 30, 2015 and 2014 was $55 and $0, respectively. |
|
|
25,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total convertible notes payable |
|
|
456,408 |
|
|
|
157,048 |
|
Less discounts |
|
|
(264,460 |
) |
|
|
(24,530 |
) |
Convertible notes net of discount |
|
$ |
191,948 |
|
|
$ |
132,518 |
|
|
Schedule of Black-Scholes Model |
The Black-Scholes model utilized the
following inputs to value the derivative liability at the date of issuance of the convertible note and at September 30, 2015:
Fair value assumptions derivative notes: |
|
September 30, 2015 |
|
Risk free interest rate |
|
|
0.28 |
% |
Expected term (years) |
|
|
0.721-1.58 |
|
Expected volatility |
|
|
307.49 |
% |
Expected dividends |
|
|
0 |
% |
|
X |
- DefinitionTabular disclosure of borrowings which can be exchanged for a specified number of another security at the option of the issuer or the holder. Disclosures include, but are not limited to, principal amount, amortized premium or discount, and amount of liability and equity components.
+ References
+ Details
Name: |
us-gaap_ConvertibleDebtTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
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 |
|
v3.3.1.900
X |
- DefinitionA valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible.
+ 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 210.5-02.4) -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 310 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=49124121&loc=d3e5074-111524
+ Details
Name: |
us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of recovery of loans and lease receivables which had previously been fully or partially written-off as bad debts.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 11B -Subparagraph (c)(4) -URI http://asc.fasb.org/extlink&oid=49124121&loc=SL6953423-111524
+ Details
Name: |
us-gaap_AllowanceForLoanAndLeaseLossRecoveryOfBadDebts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionUseful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
v3.3.1.900
X |
- DefinitionMaximum contractual interest rate for funds borrowed, under the debt agreement.
+ 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(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentageRateRangeMaximum |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionMinimum contractual interest rate for funds borrowed, under the debt agreement.
+ 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(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentageRateRangeMinimum |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate interest expense incurred on short-term borrowings including commercial paper and Federal funds purchased and securities sold under agreements to repurchase.
+ 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 210.9-04.7) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_InterestExpenseShortTermBorrowings |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the 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 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LoansPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_PayablesAndAccrualsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing having initial term of repayment within 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 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for a borrowing having initial term of repayment within 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 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3291-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_RepaymentsOfShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.3.1.900
Convertible Note Payable - Schedule of Convertible Note Payable (Details) - USD ($)
|
Sep. 30, 2015 |
Dec. 31, 2014 |
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
$ 456,408
|
$ 157,048
|
Less discounts |
(264,460)
|
(24,530)
|
Convertible notes net of discount |
191,948
|
132,518
|
Convertible Debt One [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
33,729
|
42,048
|
Convertible Debt Two [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
30,000
|
50,000
|
Convertible Debt Three [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
$ 10,000
|
10,000
|
Convertible Debt Four [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
|
5,000
|
Convertible Debt Five [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
$ 10,000
|
10,000
|
Convertible Debt Six [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
|
10,000
|
Convertible Debt Seven [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
$ 10,000
|
10,000
|
Convertible Debt Eight [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
10,000
|
10,000
|
Convertible Debt Nine [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
$ 10,000
|
$ 10,000
|
Convertible Debt Ten [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
|
|
Convertible Debt Eleven [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
$ 26,650
|
|
Convertible Debt Twelve [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
27,779
|
|
Convertible Debt Thirteen [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
40,000
|
|
Convertible Debt Fourteen [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
20,000
|
|
Convertible Debt Fifteen [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
57,500
|
|
Convertible Debt Sixteen [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
25,000
|
|
Convertible Debt Seventeen [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
55,750
|
|
Convertible Debt Eighteen [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
50,000
|
|
Convertible Debt Nineteen [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
15,000
|
|
Convertible Debt Twenty [Member] |
|
|
Short-term Debt [Line Items] |
|
|
Total convertible notes payable |
$ 25,000
|
|
X |
- DefinitionConvertible notes net of discount.
+ References
+ Details
Name: |
fstw_ConvertibleNotesNetOfDiscount |
Namespace Prefix: |
fstw_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
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 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 |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_ShortTermDebtLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtOneMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtTwoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtFourMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtFiveMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtSixMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtSevenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtEightMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtNineMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtTenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtElevenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtTwelveMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtThirteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtFourteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtFifteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtSixteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtSeventeenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtEighteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtNineteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtTwentyMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Convertible Note Payable - Schedule of Convertible Note Payable (Details) (Parenthetical) - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Months Ended |
6 Months Ended |
9 Months Ended |
12 Months Ended |
|
Sep. 23, 2015 |
Sep. 22, 2015 |
Sep. 09, 2015 |
Aug. 21, 2015 |
Jul. 10, 2015 |
May. 12, 2015 |
Apr. 29, 2015 |
Apr. 28, 2015 |
Apr. 23, 2015 |
Apr. 21, 2015 |
Feb. 27, 2015 |
Jul. 07, 2014 |
May. 29, 2014 |
Apr. 17, 2014 |
Mar. 10, 2014 |
Feb. 13, 2014 |
Jan. 20, 2014 |
Nov. 17, 2013 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Dec. 30, 2014 |
Dec. 31, 2014 |
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 97,241
|
$ 26,376
|
|
|
$ 143,487
|
$ 78,055
|
|
|
Debt conversion, principal amounts, amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,608
|
|
|
|
After Ninety Days [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
$ 27,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
|
|
|
|
|
$ 45,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of original discount component |
|
|
|
|
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Received one tranche disbursements |
|
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory note funds |
|
|
|
|
|
|
360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 13,670
|
|
$ 13,670
|
|
$ 13,670
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sep. 14, 2014
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
12.00%
|
|
12.00%
|
|
|
|
Debt instrument, conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.00382
|
|
$ 0.00382
|
|
$ 0.00382
|
|
|
|
Common stock, par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.013
|
|
$ 0.013
|
|
$ 0.013
|
|
|
|
Debt instrument, convertible, beneficial conversion feature |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 76,429
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
0
|
|
|
|
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
$ 0
|
|
0
|
|
|
$ 0
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,788
|
0
|
|
|
Debt instrument, principal value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,476
|
|
|
|
Debt conversion, principal amounts, amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,738
|
|
|
|
Convertible Notes Payable Two [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 36,363
|
|
$ 36,363
|
|
$ 36,363
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nov. 07, 2014
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.00%
|
|
20.00%
|
|
20.00%
|
|
|
|
Debt instrument, conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
$ 0.001
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,869
|
|
|
|
|
|
$ 0
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
|
$ 0
|
|
$ 0
|
|
|
5,077
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,504
|
$ 0
|
|
|
|
|
Note is secured by shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,400,000
|
|
|
|
Number of restricted common stock shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
750,000
|
|
|
|
Number of common stock shares to purchase of warrants exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000
|
|
|
|
Warrants exercise price per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
$ 0.10
|
|
$ 0.10
|
|
|
|
Fair value of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,884
|
|
|
|
Fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 9,121
|
|
|
|
Expected life |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
Expected volatility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
606.16%
|
|
|
|
Dividend yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00%
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.11%
|
|
|
|
Convertible Notes Payable Three [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 17, 2015
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
Debt instrument, conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 972
|
0
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0
|
|
$ 0
|
|
0
|
|
|
544
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
901
|
0
|
|
|
Number of common stock shares to purchase of warrants exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
Warrants exercise price per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.125
|
|
|
|
|
|
|
|
|
Fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,297
|
|
|
|
|
|
|
|
|
Expected life |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
|
|
|
|
|
Expected volatility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
608.68%
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.13%
|
|
|
|
|
|
|
|
|
Convertible Notes Payable Four [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 01, 2015
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.00%
|
|
|
|
|
|
|
|
|
|
Debt instrument, conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
249
|
0
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
0
|
|
|
0
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
0
|
|
|
|
|
|
|
Number of common stock shares to purchase of warrants exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
Warrants exercise price per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ .125
|
|
|
|
|
|
|
|
|
|
Fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 651
|
|
|
|
|
|
|
|
|
|
Expected life |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
|
|
|
|
|
|
Expected volatility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
588.26%
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.11%
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable Five [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31, 2015
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,260
|
0
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
0
|
|
|
1,712
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
901
|
0
|
|
|
Number of common stock shares to purchase of warrants exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
Warrants exercise price per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ .125
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,324
|
|
|
|
|
|
|
|
|
|
|
Expected life |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
|
|
|
|
|
|
|
Expected volatility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600.29%
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.12%
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable Six [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 10, 2015
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,538
|
0
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
0
|
|
|
2,264
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
901
|
0
|
|
|
Number of common stock shares to purchase of warrants exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercise price per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ .125
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,324
|
|
|
|
|
|
|
|
|
|
|
|
Expected life |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600.26%
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.12%
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable Seven [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
|
Oct. 17, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,398
|
0
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
310
|
|
310
|
|
310
|
|
|
5,292
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
901
|
0
|
|
|
Number of common stock shares to purchase of warrants exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercise price per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ .125
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected life |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility |
|
|
|
|
|
|
|
|
|
|
|
|
|
444.14%
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.11%
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable Eight [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 10, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,589
|
0
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,268
|
|
1,268
|
|
1,268
|
|
|
4,189
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
901
|
0
|
|
|
Number of common stock shares to purchase of warrants exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercise price per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ .125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
$ 8,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected life |
|
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility |
|
|
|
|
|
|
|
|
|
|
|
|
290.82%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
0.10%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable Nine [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
|
Jul. 07, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, conversion price |
|
|
|
|
|
|
|
|
|
|
|
$ 0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,849
|
0
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
0
|
|
0
|
|
|
$ 6,400
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
901
|
0
|
|
|
Number of common stock shares to purchase of warrants exercisable |
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercise price per share |
|
|
|
|
|
|
|
|
|
|
|
$ .125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants |
|
|
|
|
|
|
|
|
|
|
|
$ 8,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected life |
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility |
|
|
|
|
|
|
|
|
|
|
|
290.82%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
0.12%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable Ten [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
|
$ 64,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
|
Nov. 25, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,288
|
$ 0
|
|
|
|
|
|
|
Percentage of common stock at variable conversion price |
|
|
|
|
|
|
|
|
|
|
55.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of common stock issued full or partial conversion exceed to outstanding shares |
|
|
|
|
|
|
|
|
|
|
4.99%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable Eleven [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
|
$ 26,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
|
Apr. 20, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
$ 26,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
|
1,650
|
|
|
|
|
|
|
|
|
13,768
|
|
13,768
|
|
13,768
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 952
|
0
|
|
|
Percentage of common stock at variable conversion price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60.00%
|
|
|
|
Derivative liability |
|
|
|
|
|
|
|
|
|
31,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/loss on change in fair value of derivative |
|
|
|
|
|
|
|
|
|
$ 5,326
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,215
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,768
|
|
55,768
|
|
55,768
|
|
|
|
Convertible Debt Twelve [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
$ 400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
0.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,860
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,416
|
0
|
|
|
Percentage of common stock at variable conversion price |
|
|
|
|
|
|
60.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/loss on change in fair value of derivative |
|
|
|
|
|
|
$ 17,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,076
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107,586
|
|
107,586
|
|
107,586
|
|
|
|
Convertible Notes Payable Thirteen [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
$ 40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
Apr. 28, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
$ 40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,452
|
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
$ 3,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,052
|
0
|
|
|
Percentage of common stock at variable conversion price |
|
|
|
|
|
|
|
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
|
|
|
|
|
|
$ 34,031
|
|
|
|
|
|
|
|
|
|
|
202,337
|
|
202,337
|
|
202,337
|
|
|
|
Gain/loss on change in fair value of derivative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
168,306
|
|
|
|
Convertible Notes Payable Fourteen [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
|
|
|
Apr. 23, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
706
|
0
|
|
|
Debt conversion, principal amounts, amount |
|
|
$ 1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of common stock at variable conversion price |
|
|
|
|
|
|
|
|
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
|
|
|
|
|
|
|
$ 45,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/loss on change in fair value of derivative |
|
|
|
|
|
|
|
|
$ 7,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,493
|
|
|
|
Fair value of the derivative liability |
|
|
8,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,871
|
|
52,871
|
|
52,871
|
|
|
|
Note holders converted shares of common stock amount |
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable Fifteen [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
|
$ 57,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
|
Apr. 23, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,085
|
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
|
$ 7,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,790
|
0
|
|
|
Percentage of common stock at variable conversion price |
|
|
|
|
|
60.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
|
|
|
|
$ 107,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/loss on change in fair value of derivative |
|
|
|
|
|
$ 57,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
619
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,209
|
|
108,209
|
|
108,209
|
|
|
|
Convertible Notes Payable Sixteen [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
|
Jan. 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,049
|
|
|
|
Debt instrument, unamortized discount |
|
|
|
|
$ 3,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
682
|
0
|
|
|
Percentage of common stock at variable conversion price |
|
|
|
|
60.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
|
|
|
$ 26,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/loss on change in fair value of derivative |
|
|
|
|
$ 1,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,914
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,970
|
|
33,970
|
|
33,970
|
|
|
|
Convertible Notes Payable Seventeen [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
|
$ 55,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
|
May 21, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
|
$ 55,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,139
|
|
|
|
Debt instrument, unamortized discount |
|
|
|
$ 5,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,521
|
0
|
|
|
Percentage of common stock at variable conversion price |
|
|
|
55.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
|
|
$ 87,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/loss on change in fair value of derivative |
|
|
|
$ 32,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,386
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
218,320
|
|
218,320
|
|
218,320
|
|
|
|
Convertible Notes Payable Eighteen [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
|
Jun. 07, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,860
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
241
|
0
|
|
|
Percentage of common stock at variable conversion price |
|
|
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
|
$ 398,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/loss on change in fair value of derivative |
|
|
$ 348,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
262,859
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135,416
|
|
135,416
|
|
135,416
|
|
|
|
Convertible Notes Payable Nineteen [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
|
$ 15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
|
Mar. 22, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
$ 15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
659
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
|
0
|
|
|
Percentage of common stock at variable conversion price |
|
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
|
$ 131,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/loss on change in fair value of derivative |
|
$ 116,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,750
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,883
|
|
90,883
|
|
90,883
|
|
|
|
Convertible Notes Payable Twenty [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Debt [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes |
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, maturity date |
Mar. 23, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount |
$ 25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
962
|
|
|
|
Interest expense, debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55
|
$ 0
|
|
|
Percentage of common stock at variable conversion price |
50.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
$ 206,447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/loss on change in fair value of derivative |
$ 181,447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,916
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 151,532
|
|
$ 151,532
|
|
$ 151,532
|
|
|
|
X |
- DefinitionCommon stock at variable conversion price.
+ References
+ Details
Name: |
fstw_CommonStockAtVariableConversionPrice |
Namespace Prefix: |
fstw_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFair value of common stock.
+ References
+ Details
Name: |
fstw_FairValueOfCommonStock |
Namespace Prefix: |
fstw_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of common stock shares to purchase of warrants exercisable.
+ References
+ Details
Name: |
fstw_NumberOfCommonStockSharesToPurchaseOfWarrantsExercisable |
Namespace Prefix: |
fstw_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage of common stock issued full or partial conversion exceed to outstanding shares.
+ References
+ Details
Name: |
fstw_PercentageOfCommonStockIssuedFullOrPartialConversionExceedToOutstandingShares |
Namespace Prefix: |
fstw_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage of original discount component.
+ References
+ Details
Name: |
fstw_PercentageOfOriginalDiscountComponent |
Namespace Prefix: |
fstw_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionReceived One Tranche Disbursement.
+ References
+ Details
Name: |
fstw_ReceivedOneTrancheDisbursements |
Namespace Prefix: |
fstw_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
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 gain (loss) from the increase (decrease) in fair value of derivative and nonderivative instruments designated as fair value hedging instruments recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 25 -Section 50 -Paragraph 1 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986
+ Details
Name: |
us-gaap_ChangeInUnrealizedGainLossOnFairValueHedgingInstruments1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ 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)(4)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: 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 2: 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
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ 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
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: 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 2: 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
+ Details
Name: |
us-gaap_DebtConversionOriginalDebtAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
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 price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928298&loc=SL6031898-161870
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: 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 2: 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
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionEffective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.
+ 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(a)(1)) -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 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateEffectivePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.
+ 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(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the required periodic payments applied to principal.
+ 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_DebtInstrumentPeriodicPaymentPrincipal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
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 |
- DefinitionFair value, after offset of derivative asset, of 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, elected not to be and before offset against a right to receive collateral under a master netting arrangement. Includes liabilities elected not to be offset. Excludes liabilities not subject to a master netting arrangement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 8 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56946850&loc=d3e41678-113959
Reference 2: 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 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 55 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=51825145&loc=SL20226006-175313
Reference 4: 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
+ Details
Name: |
us-gaap_DerivativeFairValueOfDerivativeLiabilityAmountNotOffsetAgainstCollateral |
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 of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section 25 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=6939902&loc=d3e20148-110875
Reference 2: 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_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense for debt.
+ 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 210.5-03.8) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_InterestExpenseDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2)(ii) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe risk-free interest rate assumption that is used in valuing an option on its own shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iv) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExpected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ 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.D.2) -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 2 -Subparagraph (f)(2)(i) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 -Section D -Subsection 2
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_ShortTermDebtLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTotal number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards.
+ 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 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_CreationDateAxis=fstw_AfterNinetyDaysMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableOneMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableTwoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableFourMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableFiveMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableSixMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableSevenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableEightMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableNineMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableTenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableElevenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleDebtTwelveMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableThirteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableFourteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableFifteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableSixteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableSeventeenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableEighteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableNineteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_ConvertibleNotesPayableTwentyMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionExpected dividends to be paid to holders of the underlying shares or financial instruments (expressed as a percentage of the share or instrument's 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_FairValueAssumptionsExpectedDividendRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPeriod the instrument, asset or liability is expected to be outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ 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_FairValueAssumptionsExpectedTerm |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
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 |
- DefinitionRisk-free interest rate assumption used in valuing an instrument.
+ 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_FairValueAssumptionsRiskFreeInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ References
+ Details
Name: |
us-gaap_LeaseAndRentalExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionRental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6453985&loc=d3e41499-112717
+ Details
Name: |
us-gaap_OperatingLeasesRentExpenseNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
Stockholders' Equity (Details Narrative) - USD ($)
|
|
9 Months Ended |
12 Months Ended |
|
Jan. 24, 2014 |
Sep. 30, 2015 |
Dec. 31, 2014 |
Apr. 24, 2015 |
Common stock, par value |
|
$ 0.0001
|
$ 0.0001
|
|
Common stock, shares authorized |
|
250,000,000
|
250,000,000
|
|
Preferred stock, par value |
|
$ 0.0001
|
$ 0.0001
|
|
Preferred stock, shares authorized |
|
10,000,000
|
10,000,000
|
|
Preferred stock, shares issued |
|
4,000,000
|
4,000,000
|
|
Preferred stock, shares outstanding |
|
4,000,000
|
4,000,000
|
|
Common stock votes for each shares |
|
300
|
|
|
Common stock, shares issued |
|
106,543,534
|
77,437,130
|
|
Common stock, shares outstanding |
|
106,543,534
|
77,437,130
|
|
Purchase of common stock |
|
$ 5,000
|
$ 20,000
|
|
Purchase of common stock, shares |
|
1,000,000
|
200,000
|
|
Common shares sold price per share |
|
|
$ 0.10
|
|
Refinancing notes payable |
$ 5,000
|
|
|
|
Conversion of note payable |
|
$ 8,608
|
|
|
Number of common stock shares issued during the period for services |
|
18,000,000
|
|
|
Number of common stock value issued during the period for services |
|
$ 2,700,000
|
|
|
8% Note Payable [Member] |
|
|
|
|
Issuance of notes payable |
|
|
|
$ 20,000
|
Notes payable interest rate |
|
|
|
8.00%
|
8% Convertible Note [Member] |
|
|
|
|
Issuance of notes payable |
|
|
|
$ 25,000
|
Notes payable interest rate |
|
|
|
8.00%
|
Notes Payable One [Member] |
|
|
|
|
Debt converted into shares of common stock |
|
1,685,393
|
|
|
Debt into converted shares of common stock amount |
|
$ 15,000
|
|
|
Notes Payable Two [Member] |
|
|
|
|
Debt converted into shares of common stock |
|
6,443,000
|
|
|
Debt into converted shares of common stock amount |
|
$ 12,866
|
|
|
Notes Payable Three [Member] |
|
|
|
|
Debt converted into shares of common stock |
|
2,178,011
|
|
|
Debt into converted shares of common stock amount |
|
$ 8,320
|
|
|
Series A Preferred Stock [Member] |
|
|
|
|
Preferred stock, par value |
|
$ 0.0001
|
|
|
Preferred stock, shares authorized |
|
10,000,000
|
|
|
Preferred stock, shares issued |
|
4,000,000
|
|
|
Preferred stock, shares outstanding |
|
4,000,000
|
|
|
Number of preferred stock shares issued during the period |
|
4,000,000
|
|
|
Number of preferred stock value during the period |
|
$ 400
|
|
|
X |
- DefinitionNumber of preferred stock shares issued during the period.
+ References
+ Details
Name: |
fstw_NumberOfPreferredStockSharesIssuedDuringPeriod |
Namespace Prefix: |
fstw_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of preferred stock value during the period.
+ References
+ Details
Name: |
fstw_NumberOfPreferredStockSharesValueDuringPeriod |
Namespace Prefix: |
fstw_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
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 |
- DefinitionDescription of voting rights of common stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.
+ 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
+ Details
Name: |
us-gaap_CommonStockVotingRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: 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 2: 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
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ 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
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: 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 2: 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
+ Details
Name: |
us-gaap_DebtConversionOriginalDebtAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEffective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.
+ 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(a)(1)) -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 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateEffectivePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
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 |
- 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 |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of a short-term obligation that has been excluded from current liabilities in the balance sheet because of a refinancing of the obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6802200&loc=d3e1927-112601
+ Details
Name: |
us-gaap_ShortTermDebtRefinancedAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
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 |
- DefinitionNumber of new stock issued during the period.
+ 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 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ 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 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_EightPercentageNotePayableMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_EightPercentageConvertibleNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_NotesPayableOneMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_NotesPayableTwoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=fstw_NotesPayableThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Subsequent Events (Details Narrative) - USD ($)
|
9 Months Ended |
|
|
Sep. 30, 2015 |
Jan. 05, 2016 |
Dec. 31, 2014 |
Preferred stock, par value |
$ 0.0001
|
|
$ 0.0001
|
Subsequent Event [Member] | April 29, 2015 [Member] |
|
|
|
Debt converted into shares of common stock |
2,200,000
|
|
|
Debt into converted shares of common stock amount |
$ 13,332
|
|
|
Subsequent Event [Member] | April 21, 2015 [Member] |
|
|
|
Debt converted into shares of common stock |
818,729
|
|
|
Debt into converted shares of common stock amount |
$ 5,207
|
|
|
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] |
|
|
|
Convertible preferred stock shares |
|
66,667
|
|
Preferred stock, par value |
|
$ 0.0001
|
|
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | Share Exchange Agreement [Member] | Aspire Consulting Group, LLC [Member] |
|
|
|
Convertible preferred stock shares |
|
66,667
|
|
Percentage of issued and outstanding membership units acquired |
|
49.00%
|
|
X |
- DefinitionPercentage of issued and outstanding membership units acquired.
+ References
+ Details
Name: |
fstw_PercentageOfIssuedAndOutstandingMembershipUnitsAcquired |
Namespace Prefix: |
fstw_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued for each share of convertible preferred stock that is converted.
+ 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 505 -SubTopic 10 -Section 50 -Paragraph 6 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644
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_ConvertiblePreferredStockSharesIssuedUponConversion |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: 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 2: 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
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ 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
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
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 |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_CreationDateAxis=fstw_AprilTwentyNineTwoThousandAndFifteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_CreationDateAxis=fstw_AprilTwentyOneTwoThousandAndFifteenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=fstw_SeriesBConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=fstw_ShareExchangeAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Resonate Blends (PK) (USOTC:KOAN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Resonate Blends (PK) (USOTC:KOAN)
Historical Stock Chart
From Apr 2023 to Apr 2024