Stockholders' Deficit

12 Months Ended

Mar. 31, 2015

Equity [Abstract]

Stockholders' Deficit

Shares Authorized

Upon formation the total number of shares of common stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares, par value $0.001 per share.  In December 2012, an increase of the authorized shares of the Company’s common stock from 75,000,000 shares to 310,000,000, $0.001 par value, consisting of (a) 300,000,000 shares designated as Common Stock and (b) 10,000,000 shares designated as blank check preferred stock was ratified, effective upon the filing of an amendment to the Company’s Certificate of Incorporation.

Common Stock

Immediately prior to the consummation of the Exchange Agreement on December 21, 2012, the Company had 332,251,996 common shares issued and outstanding.

Upon consummation of the Exchange Agreement on December 21, 2012, the then majority stockholders of the Company surrendered 324,552,000 shares of the Company's common stock which was cancelled upon receipt and the Company issued 59,000,016 shares of its common stock pursuant to the terms and conditions of the Exchange Agreement.

Sale of Common Stock

On June 15, 2013 the Company sold 10,000 shares of its common stock to one investor at $0.05 per share or $5,000. Payment was received by the Company on July 2, 2013.

From July 1, 2013 to August 1, 2013 the Company issued 46,000 shares of its common stock at $0.50 per share, or $23,000, to five (5) individuals.

On July 15, the Company entered into a Conversion and Release Agreement, whereby the Company issued 32,500 shares of its Common Stock in exchange for the cancellation of $16,250 in notes payable, including $15,000 in principal plus accrued interest of $1,250, at $0.50 per share. 

On August 29, 2013 the Company sold 100,000 shares of its common stock to an institutional investor at $0.50 per share or $50,000.

On September 3, 2013 the Company issued 10,000 shares of its common stock to one investor at $0.20, or $2,000.

On November 13, 2013 the Company issued 20,000 shares of its common stock to one investor at $0.20, or $5,000.

On November 13, 2013 the Company sold 100,000 shares of its common stock to an institutional investor at $0.242 per share or $24,200.

On November 15, 2013 the Company sold 100,000 shares of its common stock to an institutional investor at $0.234 per share or $23,400

On December 3, 2013 the Company sold 100,000 shares of its common stock to an institutional investor at $0.180 per share or $18,000.

On February 27, 2014 the Company issued 166,667 shares of its common stock to two investors at $0.15, or $25,000.

On August 20, 2014, the Company issued 200,000 shares of its common stock to one investor at $0.075 per share, or $15,000.

Common Shares Issued for Obtaining Employee Services

On March 29, 2013 the Company issued 200,000 shares to a newly appointed member of the Company’s Board of Advisors. These shares are fully vested and non-forfeitable. These shares were valued at $0.50 per share, the most recent volume PPM price of the Company’s common stock, or $100,000 on the date of grant and were expensed upon issuance.

On March 28, 2014 the Company issued 250,000 shares to each of its four board members in exchange for their services on the Board of Directors. These shares are fully vested and non-forfeitable.  These shares were valued at $0.12 per share, the closing price of the Company’s common stock on the date of issuance, or $120,000 on the date of grant and were expensed upon issuance.

On November 13, 2014 the Company issued 500,000 shares to each of its four board members in exchange for their services on the Board of Directors. These shares are fully vested and non-forfeitable.  These shares were valued at $0.05 per share, the closing price of the Company’s common stock on the date of issuance, or $100,000 on the date of grant and were expensed upon issuance.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

On July 15, 2013 the Company entered into a Contribution Agreement with an individual to provide marketing services for a period of one (1) year from the date of signing in exchange for 111,000 shares of the Company’s common stock.  These shares are fully vested and non-forfeitable. These shares were valued at $0.50 per share, the most recent PPM price of the Company’s common stock or $55,000 on the date of grant and were expensed upon issuance.

On February 27, 2014 the Company entered into a Contribution Agreement with an individual to provide marketing services for a period of one (1) year for from the date of signing in exchange for 145,833 shares of the Company’s common stock.  These shares are fully vested and non-forfeitable. These shares were valued at $0.15 per share, the closing price of the Company’s common stock on the date of issuance, or $21,875 on the date of grant and were expensed upon issuance.

On March 28, 2014 the Company entered into a Contribution Agreement with five individuals to provide marketing services for a period of one (1) year from the date of signing in exchange for an aggregate of 500,000 shares of the Company’s common stock.  These shares are fully vested and non-forfeitable. These shares were valued at $0.12 per share, the close price of the Company’s common stock on the date of issuance, or $60,000 on the date of grant and were expensed upon issuance.

On each of June 16, 2014, June 23, 2014 and June 30, 2014, the Company issued 11,111 shares of the Company’s common stock to a consultant in exchange for services to be provided.  These shares are fully vested and non-forfeitable. These shares were valued at $0.10 per share, the closing price of the Company’s common stock on the date of issuance, or $1,111 on the date of grant and were expensed upon issuance.

On each of July 7, 2014, July 14, 2014, July 21, 2014, July 28, 2014, August 4, 2014, August 11, 2014, August 18, 2014, August 25, 2014, September 1, 2014, September 8, 2014, September 15, 2014, September 22, 2014, September 29, 2014, October 6, 2014, and October 13, 2014, the Company issued 11,111 shares of the Company’s common stock to a consultant in exchange for services to be provided.  These shares are fully vested and non-forfeitable. These shares were valued from $0.063 to $0.10 per share, the closing price of the Company’s common stock on the date of issuance.

On each of July 15, 2014, August 15, 2014, September 15, 2014, October 15, 2014, November 15, 2014, and December 15, 2014, the Company issued 37,500 shares of the Company’s common stock to a consultant in exchange for services to be provided.  These shares are fully vested and non-forfeitable. These shares were valued from $0.03 to $0.075 per share, the closing price of the Company’s common stock on the date of issuance, and were expensed upon issuance.

On September 15, 2014, Montalvo Spirits, Inc. (the “Registrant”) effectuated a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”) for the purchase and sale of up to $350,000 of the Registrant’s original issue discount convertible debentures (collectively, the “Debentures”).  The Debentures do not bear interest and are convertible into shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) at a conversion price equal to sixty five percent (65%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) trading days immediately preceding the date of conversion.  In addition, the Registrant paid the Investor a fee consisting of $5,000 and 400,000 shares of restricted Common Stock (the “Commitment Shares”) in connection with the Investor’s due diligence review of the Registrant and reimbursed the Investor for $5,000 in legal fees incurred by the Investor.  The shares were valued at $0.0711 per share, the closing price of the Company’s common stock on the date of issuance.

On November 17, 2014 the Company entered into a Contribution Agreement with three individuals to provide marketing services for a period of one (1) year from the date of signing in exchange for an aggregate of 377,500 shares of the Company’s common stock.  These shares are fully vested and non-forfeitable. These shares were valued at $0.055 per share, the close price of the Company’s common stock on the date of issuance, or $20,763 on the date of grant and were expensed upon issuance.

On December 15, 2014, the Company issued 133,333 shares of the Company’s common stock to a consultant in exchange for services to be provided.  These shares are fully vested and non-forfeitable. These shares were valued at $0.03 per share, the closing price of the Company’s common stock on the date of issuance, and were expensed upon issuance.

On January 15, 2015, the Company issued 137,500 shares of the Company’s common stock to consultants in exchange for services to be provided.  These shares are fully vested and non-forfeitable. These shares were valued at $0.04 per share, the closing price of the Company’s common stock on the date of issuance, and were expensed upon issuance.

On February 17, 2015 the Company issued 50,000 shares of the Company’s common stock to a consultant in exchange for services to be provided.  These shares are fully vested and non-forfeitable. These shares were valued at $0.08 per share, the closing price of the Company’s common stock on the date of issuance, and were expensed upon issuance.

On March 15, 2015, the Company issued 200,000 shares of the Company’s common stock to consultants in exchange for services to be provided.  These shares are fully vested and non-forfeitable. These shares were valued at $0.04 per share, the closing price of the Company’s common stock on the date of issuance, and were expensed upon issuance.