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Document and Entity Information
9 Months Ended
Sep. 30, 2016
shares
Document And Entity Information  
Entity Registrant Name Global Fashion Technologies, Inc.
Entity Central Index Key 0001338929
Document Type 10-Q
Document Period End Date Sep. 30, 2016
Amendment Flag false
Current Fiscal Year End Date --12-31
Is Entity a Well-known Seasoned Issuer? No
Is Entity a Voluntary Filer? No
Is Entity's Reporting Status Current? Yes
Entity Filer Category Smaller Reporting Company
Entity Common Stock, Shares Outstanding 19,209,161
Document Fiscal Period Focus Q3
Document Fiscal Year Focus 2016
Consolidated Balance Sheets - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Current assets:    
Cash $ 40,008 $ 32,989
Subscription receivable 20,000 10,000
Total current assets 60,008 42,989
Property and equipment 2,252 2,252
Total assets 62,260 45,241
Current liabilities:    
Accounts payable 54,608 51,108
Accrued compensation 216,000 108,000
Secured note and accrued interest payable 124,266 110,000
Convertible notes and accrued interest, 55,312 52,312
Advances from related party 282,789 115,633
Current liabilities from discontinued operations 84,281 870,045
Total current liabilities $ 817,256 $ 1,307,098
Commitments and contingencies
Stockholders' deficit    
Preferred stock $0.001 par value, 1,000,000 shares authorized, 200,000 shares issued and outstanding $ 200 $ 200
Common stock $0.001 par value, 400,000,000 shares authorized, 19,209,161 and 17,537,660 shares issued and outstanding, 901,166 and 1,377,667 shares issuable as of September 30, 2016 and December 31, 2015, respectively 20,110 18,915
Additional paid-in capital 28,299,149 27,630,906
Accumulated deficit (29,074,455) (28,911,878)
Total stockholders' deficit (754,991) (1,261,857)
Total liabilities and stockholders' deficit $ 62,260 $ 45,241
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2016
Dec. 31, 2015
Statement of Financial Position [Abstract]    
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 1,000,000 1,000,000
Preferred Stock, shares issued 200,000 200,000
Preferred Stock, shares outstanding 200,000 200,000
Common Stock, par or stated value $ 0.001 $ 0.001
Common Stock, shares authorized 400,000,000 400,000,000
Common Stock, shares issued 19,209,161 17,537,660
Common Stock, shares outstanding 19,209,161 17,537,660
Common Stock, shares issuable 901,166 1,377,667
Consolidated Statements of Operations - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Income Statement [Abstract]        
Revenues $ 18,750 $ 18,750 $ 4,000
Operating expenses:        
General and administrative $ 146,220 $ 71,094 290,387 128,611
Participation share compensation - related party   1,514,060
Consulting fees share expense $ 21,258 359,438 89,283
Stock based compensation $ 50,000 1,609,375
Failed acquisition costs paid in stock $ (5,254) 1,008,745
Failed acquisition costs paid in stock - related party   923,520
Employee stock settlement costs $ 200,000 200,000
Debt extinguishment costs - related party   11,250,034
Total operating expenses $ 167,478 $ 265,840 $ 699,825 16,723,628
Loss from operations (148,728) (265,840) (681,075) (16,719,628)
Other expense        
Interest expense and financing costs 51,500 6,676 117,266 20,028
Total other expense 51,500 6,676 117,266 20,028
Loss from continuing operations before provision for income taxes $ (200,228) $ (272,516) $ (798,341) $ (16,739,656)
Provision for income taxes
Loss from continuing operations $ (200,228) $ (272,516) $ (798,341) $ (16,739,656)
Income (loss) from discontinued operations, net of tax 635,764 (213) 635,764 (2,564,035)
Net Income (loss) $ 435,536 $ (272,729) $ (162,577) $ (19,303,691)
Net loss per share from continuing operations $ (0.02) $ (0.02) $ (0.04) $ (1.39)
Net loss per share from discontinued operations 0.03 (0.00) 0.03 (0.21)
Net loss per share $ 0.02 $ (0.02) $ (0.01) $ (1.60)
Weighted average common shares outstanding 19,209,161 17,354,958 18,683,965 12,045,534
Consolidated Statements of Cash Flows - USD ($)
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Cash flows from operating activities:    
Net loss $ (162,577) $ (19,303,691)
Net loss from discontinued operations, net of taxes and minority interest 635,764 (2,564,035)
Loss from continuing operations (798,341) (16,739,656)
Adjustments to reconcile net loss to net cash used in operating activities:    
Debt extinguishment costs - related party   11,250,034
Failed acquisition costs paid in stock   968,750
Failed acquisition costs paid in stock - related party   923,520
Stock compensation expense 50,000 1,609,375
Stock issued for services $ 359,438 89,283
Employee stock settlement cost 200,000
Participation share compensation - related party   1,514,060
Changes in assets and liabilities:    
Prepaid expenses (18,750)
Accounts payable $ 3,500 (52,844)
Accrued expenses 225,266 20,028
Net cash (used) provided by operating activities $ (160,137) (236,200)
Cash flows used in investing activities:    
Additions to property and equipment (2,650)
Total cash flows used in investing activities (2,650)
Cash flows from financing activities:    
Advances from related party $ 265,000 18,937
Proceeds from note payable 50,000
Repayment of related party advance $ (97,844) (26,654)
Proceeds from the sale of common stock 198,000
Total cash flows from financing activities $ 167,156 $ 240,283
Discontinued activities:    
Net cash used in operating activities
Net cash used in investing activities
Net cash used in financing activities
Net cash flows from discontinued activities
Net increase (decrease) in cash $ 7,019 $ 1,433
Cash at beginning of period 32,989 755
Cash at end of period $ 40,008 $ 2,188
Supplemental disclosure of cash flow information:    
Cash paid during the periods for: Interest
Cash paid during the periods for: Income taxes
Non-cash financing sources:    
Common stock issued for reduction of debt $ 931,306
Description of Business
9 Months Ended
Sep. 30, 2016
Description Of Business  
Description of Business
NOTE 1 – DESCRIPTION OF BUSINESS
 
Global Fashion Technologies, Inc. ("the Company") was incorporated in Nevada on March 25, 2005.  As of September 30, 2016 and December 31, 2015, the Company had 400,000,000 shares of authorized common stock.

On August 4, 2014, the Board of Directors of the Company and the majority shareholders of the Company approved a reverse stock split of the outstanding shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock"), at a ratio of 1-for-350 (the "Reverse Stock Split") effective at 5:00 p.m. EDT on August 15, 2014.  The Amendment was filed with the Secretary of State of Nevada on August 6, 2014, and took effect on August 15, 2014 at 5:00 p.m. EDT.  As a result of the reverse stock split, every 350 shares of the Company's old authorized common stock was converted into one share of the Company's new authorized common stock.  All references to common stock shares have been adjusted to reflect the results of the reverse stock split.

Global Fashion Technologies, Inc. during the fourth quarter, 2013 became involved in the manufacturing and global distribution of ladies apparel.  Trident Merchant Group, Inc. is a wholly owned subsidiary which provided "value added" strategic advisory services. During the second quarter, 2014 the Company formed Leading Edge Fashions, LLC of which it controls 51%.  The non-controlling interest is recorded in the stockholders' deficit section. Effective December 31, 2014 the Company's Board of Directors determined it was in the best interest of the Company to discontinue the operations of Leading Edge Fashions, LLC.

The Company created a new limited liability company, Pure361, LLC ("Pure361") in May 2015 for the purpose of operating the portion of the Company's business that is involved with the collection, rejuvenation and manufacturing of garments and other accessories for the uniform marketplace that serves the hospitality, food service, medical, manufacturing, education, military, transportation and other commercial uniform industries.  The Company owns 51% of Pure361.  Pure361 entered into a license agreement with Pure System International Ltd. ("Pure") the minority owner of Pure 361, related to potential future operations, in which Pure361 was granted the exclusive license to use certain licensed intellectual property related to the manufacturing of uniforms from recyclable waste. 

The Company created a new wholly owned subsidiary, Progressive Fashions Inc. ("PFI") in February 2016 for the purpose of designing, producing and marketing the EMME® Activewear Collection.  The Company has had no operations to date.

Basis of Presentation: Unaudited Interim Financial Information
 
The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all of the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period.
 
Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto included in the Company's Report on Form 10-K filed on November 21, 2016 for the years ended December 31, 2015 and 2014.

Going Concern

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has an accumulated deficit of $29,074,455 and $28,911,878 as of September 30, 2016 and December 31, 2015, respectively, that include losses of $162,577 and $19,132,725 for the nine months ended September 30, 2016 and year ended December 31, 2015, respectively. Consequently, the aforementioned items raise substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern is dependent upon its ability to repay or settle its current indebtedness, acquire an operating business and raise capital through equity and debt financing or other means on desirable terms. In September 2016, the Company deemed 600,000 shares of common stock as issuable in settlement of $785,764 of liabilities from discontinued operations. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2016
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary Trident Merchant Group, Inc., Leading Edge Fashion, LLC which is 51% owned, and Pure361, LLC which is 51% owned.  All significant intercompany accounts and transactions have been eliminated.
 
Reclassifications
 
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss).

Cash and Cash Equivalents
 
Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.
 
 
Equipment
 
Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets, seven years.

Revenue Recognition
 
Revenue for the women's fashion division is recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for the consulting division. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at stores and through the Company's direct-to-consumer channel is tendered by cash, check, credit card, debit card or gift card. Therefore, the Company's need to collect outstanding accounts receivable for its retail and direct-to-consumer channel is negligible and mainly results from returned checks or unauthorized credit card transactions. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recognized as a sale upon completion of service.
 
The Company accounts for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. A liability is established and remains on the Company's books until the card is redeemed by the customer, at which time the Company records the redemption of the card for merchandise as a sale or when it is determined the likelihood of redemption is remote, based on historical redemption patterns. Revenues attributable to gift card liabilities relieved after the likelihood of redemption becomes remote are included in sales and are not material.

Income Taxes
 
The Company accounts for income taxes pursuant to Accounting Standards Codification ("ASC") 740, Income Taxes, which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.

ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized. During the nine months ended September 30, 2016 and 2015 the Company recognized no adjustments for uncertain tax positions.
 
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized at September 30, 2016 and 2015. The Company expects no material changes to unrecognized tax positions within the next twelve months.
  
The Company has not filed federal and state tax returns from inception through December 31, 2015. The tax periods since inception are open to examination by federal and state authorities.
 
Impairment or Disposal of Long-Lived Assets
 
ASC Topic 360 (formerly FASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144") clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business.  Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable.  When necessary, impaired assets are written down to their estimated fair value based on the best information available. 
  
Use of Accounting Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Fair Value

FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820") establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following nine categories:

Level 1Quoted market prices for identical assets or liabilities in active markets or observable inputs;
Level 2Significant other observable inputs that can be corroborated by observable market data; and
Level 3Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of cash, accounts receivable, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items.

Earnings (Loss) per Share
 
In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding.  Diluted loss per common share is computed similar to basic loss per common 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.
 
 
Notes Payable
9 Months Ended
Sep. 30, 2016
Notes Payable  
Notes Payable
NOTE 3 – NOTES PAYABLE
 
Secured Note Payable

On November 25, 2014, the Company issued a secured promissory note to an individual in the amount of $100,000 at 10% interest and due on April 1, 2015.  On April 1, 2016 the Company entered into a forbearance agreement.  The Company was granted an extension of the note through September 30, 2016 in consideration of 200,000 shares of common stock valued at $100,000, with interest accruing after March 29, 2016 at 12%.  The note is unpaid and in default after September 30, 2016.  The carrying value of this note, net of the $100,000 extension fee as of September 30, 2016 is $100,000, plus the accrued interest of $24,266.  The note and accrued interest was $110,000 as of December 31, 2015.  The extension fee was amortized ratably over the extension period of 180 days.

Unsecured Notes Payable 
 
Convertible Notes Payable
 
In August 2015, The Company issued an unsecured promissory note to an investor in the amount of $50,000, convertible to common stock at $1.00 per share.  The note bears an interest rate of 8% per annum and matures on August 8, 2016.  The note is currently unpaid and in default.  The note was also issued with a warrant for this investor to purchase 25,000 shares of common stock at $1.50 for a period of 2 years.  The balance of this note plus accrued interest totals $55,312 and $52,312 at September 30, 2016 and December 31, 2015, respectively.
Capital Stock
9 Months Ended
Sep. 30, 2016
Equity [Abstract]  
Capital Stock
NOTE 4 – CAPITAL STOCK
 Preferred Stock
 
The Company has designated a "Class B Convertible Preferred Stock" (the "Class B Preferred".  The number of authorized shares totals 1,000,000 and the par value is $.001 per share.  The Class B Preferred shareholders vote together with the common stock as a single class.  The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock.  The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share.  The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the Company.  The Class B Preferred stock holders are entitled to receive non-cumulative dividends at the rate of 8% per annum, in preference and priority to any payment of any dividend on the common stock.  The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control.  In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.035 per share plus any and all accrued but unpaid dividends.

During the fourth quarter of 2011, a total of 200,000 shares of the Series B Preferred Stock was issued to a related party for $7,500 of legal and accounting fees that the related party paid on behalf of the Company.

Common Stock

In April 2015, the Company issued 2.2 million shares of common stock and deemed 300,000 shares of common stock issuable in consideration for the settlement of $340,000 of outstanding payroll owed to two officers of the Company. The shares were valued at $1.25 per share, totaling $3,125,000. This issuance resulted in debt extinguishment costs of $2,785,000.  In the nine months ended September 30, 2016, the Company issued 192,500 shares of its common stock, reducing the shares issuable to the president of the Company from 300,000 shares to 107,500 shares.

In February 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 to a board director for payment of services.

In March 2016, the Company issued 250,000 shares of its common stock at a value of $1.00 per share for $250,000 in payment for consulting services.  In addition, the Company granted a warrant to the consultant to purchase 250,000 shares of common stock at $0.50 per share for a period of two years.  The fair value of these warrants at the time they were granted was approximately $170,000 and was calculated using the Black-Scholes-Merton model.  The expense related to this stock option for the nine months ended September 30, 2016 was $56,658.

In March 2016, the Company issued 50,000 shares of its common stock at a value of $1.00 per share for $50,000 as payment for consulting services.

In the three month period ended March 31, 2016, the Company issued 200,000 shares of its common stock at a value of $.50 per share, the original principle of a note in the amount of $100,000, in conjunction with the extension of the terms of the note.  The $100,000 was amortized to interest expense over the six month extension period.

In March 2016, the Company issued 884,001 shares of its common stock at approximately $0.25 per share amounting to $223,232 to five individuals for monies received in 2015 from subscription agreements that were entered into with the Company in 2015.  106,001 shares remain issuable related to these subscription agreements as of September 30, 2016.

In April 2016, the Company issued 5,000 shares of common stock valued at $0.55 per share for $2,750 of consulting services.

In April 2016, the Company received a subscription receivable for 40,000 shares of common stock.
 
As of December 31, 2014, the Company owed $785,764 to trade creditors of Leading Edge Fashion LLC, a discontinued operation which was controlled by the Company.  The Company paid the outstanding obligations on July 1, 2016 by agreeing to issue as full consideration for the amount owed the trade creditors.  The 600,000 shares of common stock were issuable as of September 30, 2016.
Income Taxes
9 Months Ended
Sep. 30, 2016
Income Tax Disclosure [Abstract]  
Income Taxes
NOTE 5 – INCOME TAXES
 
The Company uses the liability method, whereby deferred taxes and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.  On September 30, 2016 and December 31, 2015, the Company has no tax liability.  The net deferred tax asset generated by the loss carryforward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $13,000,000 at December 31, 2015, and will expire in the years 2026 through 2035.
Commitments and Contingencies
9 Months Ended
Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 6 – COMMITMENTS AND CONTINGENCIES

On March 15, 2015 the Company entered into a trademark license agreement with True Beauty, LLC which controls the trademark EMME.  EMME is a market pioneer and trusted voice of the "Full-Figured" market. Under this licensing agreement the Company will design, produce and market the EMME® Activewear Collection.  On April 13, 2016, the agreement was amended regarding the term and minimum royalties.

The additional minimum royalties are as follows:

Year
     
2016
 
$
100,000
 
2017
   
150,000
 
2018
   
250,000
 
2019
   
250,000
 
Total
 
$
750,000
 
 

The license agreement is renewable for five consecutive one year terms commencing on January 1, 2020 if the Company reaches seventy percent of its projected sales by September 30 of the previous year.

As of January 18, 2016, the Company is a party to one pending litigation matter entitled Randazzo LLC v. Avani Holdings LLC & Global Fashion Technologies, Inc. This litigation was initiated by the plaintiff in order to evict Avani Holdings LLC from its rented premises in California and to recover unpaid rent. The Company does not operate out of that premises and has never signed any leases or other documents with the plaintiff. Consequently, management believes there to be no legitimate cause of action against the Company. However, the Company is attempting to resolve the matter due to the relatively small amount in controversy. The unpaid rent being sought by the plaintiff is $26,595.

As of January 18, 2016, the Company has been named as a defendant in the matter of Patrick Kalashyan v. Avani Holdings, LLC & Global Fashion Technologies, Inc.  This litigation was initiated by the plaintiff to recover monies owed on a September 23, 2011 settlement agreement signed between the Plaintiff and Avani Holdings, LLC.  The Company is not party to this agreement and never completed purchase of Avani Holdings, LLC.  Consequently, management believes there is no legitimate cause of action against the Company.  The Company is vigorously defending its position in the lawsuit.  The amount being sought by the plaintiff is $150,000 plus interest.
Discontinued Operations
9 Months Ended
Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
NOTE 7 – DISCONTINUED OPERATIONS

During 2014, the Company's Leading Edge Fashions, LLC retail businesses, of which it owned 51%, was classified as discontinued operations.  Based on the Company's strategy to allocate resources to its businesses relative to their growth potential and those with the greater right to win in the marketplace, the Company determined that this business did not align with the Company's long-term growth plans.
 
As of September 30, 2016 and December 31, 2015, $870,045 of current liabilities from discontinued operations includes $0 and $785,764 loan payable, respectively, and $84,281 accounts payable.  The loan payable was converted to common stock in July 2016, which resulted in a gain on the extinguishment of debt related to discontinued operations in the amount of $635,764.
Related Party Transactions
9 Months Ended
Sep. 30, 2016
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 8 – RELATED PARTY TRANSACTIONS

In July through September 2016, the Company received $200,000 from its chief operating officer as a loan.  The Company also received $65,000 in September 2016 from the president of the Company as an advance.  The Company owed these executives of the Company advances totaling $282,789 and $115,633 at September 30, 2016 and December 31, 2015, respectively.
Net Loss Per Share
9 Months Ended
Sep. 30, 2016
Earnings Per Share [Abstract]  
Net Loss Per Share
NOTE 9 - NET LOSS PER SHARE
 
Potentially dilutive securities are excluded from the calculation of net loss per share when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented.  As of September 30, 2016, the Company had 250,000 options and 25,000 warrants outstanding.
Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events
NOTE 10 - SUBSEQUENT EVENTS
 
Management has evaluated the impact of events occurring after September 30, 2016 up to the date of the filing of these interim unaudited condensed consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation.
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2016
Accounting Policies [Abstract]  
Principles of Consolidation
Principles of Consolidation
 
The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, Trident Merchant Group, Inc., Leading Edge Fashion, LLC which is 51% owned, and Pure361, LLC which is 51% owned.  All significant intercompany accounts and transactions have been eliminated.
Reclassification
Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net (loss).
Cash and Cash Equivalents
Cash and Cash Equivalents
 
Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.
  
Equipment
Equipment
 
Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets, seven years.
Revenue Recognition
Revenue Recognition
 
Revenue for the women's fashion division is recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for the consulting division. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at stores and through the Company's direct-to-consumer channel is tendered by cash, check, credit card, debit card or gift card. Therefore, the Company's need to collect outstanding accounts receivable for its retail and direct-to-consumer channel is negligible and mainly results from returned checks or unauthorized credit card transactions. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recognized as a sale upon completion of service.
 
The Company accounts for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. A liability is established and remains on the Company's books until the card is redeemed by the customer, at which time the Company records the redemption of the card for merchandise as a sale or when it is determined the likelihood of redemption is remote, based on historical redemption patterns. Revenues attributable to gift card liabilities relieved after the likelihood of redemption becomes remote are included in sales and are not material.
Income taxes
Income Taxes
 
The Company accounts for income taxes pursuant to Accounting Standards Codification ("ASC") 740, Income Taxes, which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.

ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized. During the nine months ended September 30, 2016 and 2015 the Company recognized no adjustments for uncertain tax positions.
 
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized at September 30, 2016 and 2015. The Company expects no material changes to unrecognized tax positions within the next twelve months.
  
The Company has not filed federal and state tax returns from inception through December 31, 2015. The tax periods since inception are open to examination by federal and state authorities.
Impairment or Disposal of Long-Lived Assets
Impairment or Disposal of Long-Lived Assets
 
ASC Topic 360 (formerly FASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144") clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business.  Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable.  When necessary, impaired assets are written down to their estimated fair value based on the best information available. 
Use of Accounting Estimates
Use of Accounting Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
Fair Value
Fair Value

FASB ASC 820, Fair Value Measurements and Disclosures ("ASC 820") establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

Level 1Quoted market prices for identical assets or liabilities in active markets or observable inputs;
Level 2Significant other observable inputs that can be corroborated by observable market data; and
Level 3Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of cash, accounts receivable, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items.
Earnings (loss) per share
Earnings (Loss) per Share
 
In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding.  Diluted loss per common share is computed similar to basic loss per common 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.
Commitments and Contingencies (Tables)
9 Months Ended
Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]  
Minimum Royalties

 

Year
     
2016
 
$
100,000
 
2017
   
150,000
 
2018
   
250,000
 
2019
   
250,000
 
Total
 
$
750,000
 

Description of Business (Details Narrative) - shares
Aug. 04, 2014
Sep. 30, 2016
Dec. 31, 2015
Dec. 31, 2013
Description Of Business Details Narrative        
Common Stock, shares authorized   400,000,000 400,000,000  
Reverse stock split 1 for 350      
Non-controlling interest       51.00%
Going Concern (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Going Concern Details Narrative          
Accumulated deficit $ (29,074,455)   $ (29,074,455)   $ (28,911,878)
Net loss $ 435,536 $ (272,729) $ (162,577) $ (19,303,691) $ (19,132,725)
Shares of common stock issued in settlement of liabilities from discontinued operations, shares     600,000    
Shares of common stock issued in settlement of liabilities from discontinued operations, amount     $ 785,764    
Notes Payable (Details) - USD ($)
9 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Secured Promissory Note    
Date Issued Nov. 25, 2014  
Maturity Date Apr. 01, 2015  
Terms default  
Shares issued for debt 200,000  
Shares issued for debt, amount $ 100,000  
Interest rate after default 12.00%  
Secured Promissory Note    
Note Payable Issued $ 100,000  
Interest Rate 10.00%  
Notes Payable $ 100,000 $ 110,000
Accrued interest $ 24,766  
Promissory Note [Member]    
Date Issued Aug. 01, 2015  
Maturity Date Aug. 08, 2016  
Note Payable Issued $ 50,000  
Interest Rate 8.00%  
Notes Payable $ 55,312 $ 52,312
Convertible rate, per share $ 1.00  
Warrant for common shares 25,000  
Warrant, per share $ 1.25  
Capital Stock (Details Narrative) - USD ($)
1 Months Ended 2 Months Ended 3 Months Ended 9 Months Ended
Apr. 30, 2016
Apr. 30, 2015
Feb. 29, 2016
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2011
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Dec. 31, 2014
Preferred Stock, par or stated value       $ 0.001     $ 0.001   $ 0.001  
Preferred Stock, shares authorized       1,000,000     1,000,000   1,000,000  
Preferred Stock, shares issued       200,000     200,000   200,000  
Preferred Stock, shares outstanding       200,000     200,000   200,000  
Class B Preferred Stock Voting Rights             10,000 votes per share      
Class B Dividend Rate             8.00%      
Class B Preferred stock issue for services, shares           200,000        
Class B Preferred stock issue for services, amount           $ 7,500        
Common Stock, par value                 $ 0.35  
Common Stock, shares issuable       901,166     901,166   1,377,667  
Stock subscriptions received                   $ 791,319
Debt extinguishment costs           $ 11,250,034    
Stock and option expense for services             $ 359,438 $ 89,283    
Officers [Member]                    
Common Stock, shares issuable   300,000   107,500     107,500      
Shares issued for Services   2,200,000         192,500      
Shares issued for Services, amount   $ 3,125,000                
Accrued salaries   $ 340,000                
Share price   $ 1.25                
Debt extinguishment costs   $ 2,785,000                
Board of Director [Member]                    
Shares issued for Services     50,000              
Shares issued for Services, amount     $ 50,000              
Share price     $ 1.00              
Consulting Services [Member]                    
Shares issued for Services             250,000      
Shares issued for Services, amount             $ 250,000      
Share price       $ 1.00     $ 1.00      
Warrant for common shares             250,000      
Warrant, per share       0.50     $ 0.50      
Fair value of warrants             $ 170,000      
Stock and option expense for services             $ 56,658      
Consulting Services Additional [Member]                    
Shares issued for Services             50,000      
Shares issued for Services, amount             $ 50,000      
Common Stock [Member]                    
Stock subscriptions received $ 40,000                  
Shares issued for Services 5,000                  
Shares issued for Services, amount $ 2,750                  
Share price $ 0.55     $ .50     $ .50      
Shares issued for debt             200,000      
Shares issued for debt, amount             $ 100,000      
Five Individuals Member]                    
Common Stock, shares issuable       106,001     106,001      
Shares issued for cash             884,001      
Shares issued for Cash, amount             $ 223,232      
Share price       $ 0.25     $ 0.25      
Income Taxes (Details Narrative)
Dec. 31, 2015
USD ($)
Income Tax Disclosure [Abstract]  
Net Operating loss carry-forward $ 13,000,000
Commitments and Contingencies - Minimum Royalties (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]          
Royalty Commitment $ 250,000 $ 250,000 $ 150,000 $ 100,000 $ 750,000
Commitments and Contingencies (Details Narrative)
1 Months Ended
Jan. 18, 2016
USD ($)
Pending Litigation #1 [Member]  
Date 1/18/2016
Allegations
unpaid rent
Alleged Damages $ 26,595
Pending Litigation #2 [Member]  
Date 1/18/2016
Allegations
debt of Avani Holdings, LLC.
Alleged Damages $ 150,000
Discontinued Opeartions - Leading Edge Fashions, LLC (Details Narrative)
Sep. 30, 2016
Business Combinations [Abstract]  
Ownership 15.00%
Discontinued Operations (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Current liabilities from discontinued operations $ 84,281 $ 870,045
Gain on the extinguishment of debt 635,764  
Loan Payable [Member]    
Current liabilities from discontinued operations 0 785,764
Accounts Payable [Member]    
Current liabilities from discontinued operations $ 84,281 $ 84,281
Related Party Transactions (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended
Sep. 30, 2016
Sep. 30, 2016
Dec. 31, 2015
Related Party Transactions [Abstract]      
Advances from related party $ 282,789 $ 282,789 $ 115,633
Proceeds from Related Party $ 65,000 $ 200,000  
Net Loss Per Share (Details)
9 Months Ended
Sep. 30, 2016
shares
Warrants [Member]  
Potentially dilutive securities 25,000
Options [Member]  
Potentially dilutive securities 250,000