XBRL File

 
Document - Document and Entity Information
Document - Document and Entity Information (USD $) 3 Months Ended
( custom:DocumentAndEntityInformationAbstract [Extension] )  
  Mar. 31, 2015
   
   
   
Entity Registrant Name eWELLNESS HEALTHCARE Corp
( dei:EntityRegistrantName )  
Entity Central Index Key 0001550020
( dei:EntityCentralIndexKey )  
Document Type S-1
( dei:DocumentType )  
Document Period End Date 2015-03-31
( dei:DocumentPeriodEndDate )  
Amendment Flag true
( dei:AmendmentFlag )  
Amendment Description Pre-Effective Amendment No. 1
( dei:AmendmentDescription )  
Entity Filer Category Smaller Reporting Company
( dei:EntityFilerCategory )  
Current Fiscal Year End Date --12-31
( dei:CurrentFiscalYearEndDate )  
(End Document - Document and Entity Information)
 
Statement - Condensed Consolidated Balance Sheets
Statement - Condensed Consolidated Balance Sheets (USD $)      
( us-gaap:StatementOfFinancialPositionAbstract )      
  Mar. 31, 2015 Dec. 31, 2014 Dec. 31, 2013
       
       
       
ASSETS      
( us-gaap:AssetsAbstract )      
    CURRENT ASSETS      
    ( us-gaap:AssetsCurrentAbstract )      
        Cash 25,753 900
        ( us-gaap:CashAndCashEquivalentsAtCarryingValue )      
        Advances - related party 7,054
        ( us-gaap:DueFromRelatedPartiesCurrent )      
        Prepaid Expenses 71,845 26,274 4,770
        ( us-gaap:PrepaidExpenseCurrent )      
        Total current assets 97,598 34,228 4,770
        ( us-gaap:AssetsCurrent )      
        Property & equipment, net 7,226 3,231 4,074
        ( us-gaap:PropertyPlantAndEquipmentNet )      
        Intangible assets, net 22,077 22,816  
        ( us-gaap:IntangibleAssetsNetExcludingGoodwill )      
    TOTAL ASSETS 126,901 60,275 8,844
    ( us-gaap:Assets )      
       
       
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      
( us-gaap:LiabilitiesAndStockholdersEquityAbstract )      
    CURRENT LIABILITIES      
    ( us-gaap:LiabilitiesCurrentAbstract )      
        Accounts payable and accrued expenses 139,162 174,044
        ( us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent )      
        Accounts payable and accrued expenses - related party 43,056 56,155
        ( us-gaap:AccountsPayableRelatedPartiesCurrent )      
        Accrued expenses - related party 25,076 30,181  
        ( custom:AccruedLiabilitiesRelatedPartiesCurrent [Extension] )      
        Accrued compensation 414,000 329,000
        ( us-gaap:EmployeeRelatedLiabilitiesCurrent )      
        Contingent liability 90,000 90,000
        ( us-gaap:ProductLiabilityContingencyAccrualPresentValue )      
        Short term note and liabilities 166,100  
        ( us-gaap:ShortTermBorrowings )      
        Total current liabilities 877,394 679,380
        ( us-gaap:LiabilitiesCurrent )      
        Convertible debt, net of discount 187,159 178,433
        ( us-gaap:ConvertibleDebtNoncurrent )      
    Total Liabilities 1,064,553 857,813
    ( us-gaap:Liabilities )      
       
       
    STOCKHOLDERS' EQUITY (DEFICIT)      
    ( us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAbstract )      
        Preferred stock, authorized, 10,000,000 shares, $.001 value, 0 shares issued and outstanding
        ( us-gaap:PreferredStockValue )      
        Common stock, authorized 100,000,000 shares, $.001 par value, 16,881,000, 16,421,000 and 9,200,000 issued and outstanding, respectively 16,881 16,421 9,200
        ( us-gaap:CommonStockValue )      
        Share to be issued    
        ( custom:ShareToBeIssued [Extension] )      
        Additional Paid in Capital 1,263,625 1,087,320 561,338
        ( us-gaap:AdditionalPaidInCapital )      
        Accumulated deficit (2,218,158) (1,901,279) (561,694)
        ( us-gaap:RetainedEarningsAccumulatedDeficit )      
        Total Stockholder's Equity (Deficit) (937,652) (797,538) 8,844
        ( us-gaap:StockholdersEquity )      
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 126,901 60,275 8,844
    ( us-gaap:LiabilitiesAndStockholdersEquity )      
(End Statement - Condensed Consolidated Balance Sheets)
 
Statement - Condensed Consolidated Balance Sheets (Parenthetical)
Statement - Condensed Consolidated Balance Sheets (Parenthetical) (USD $)      
( us-gaap:StatementOfFinancialPositionAbstract )      
  Mar. 31, 2015 Dec. 31, 2014 Dec. 31, 2013
       
       
       
Preferred stock, shares authorized 10,000,000 10,000,000 10,000,000
( us-gaap:PreferredStockSharesAuthorized )      
Preferred stock, par value 0.001 0.001 0.001
( us-gaap:PreferredStockParOrStatedValuePerShare )      
Preferred stock, shares issued 0 0 0
( us-gaap:PreferredStockSharesIssued )      
Preferred stock, shares outstanding 0 0 0
( us-gaap:PreferredStockSharesOutstanding )      
Common stock, shares authorized 100,000,000 100,000,000 100,000,000
( us-gaap:CommonStockSharesAuthorized )      
Common stock, par value 0.001 0.001 0.001
( us-gaap:CommonStockParOrStatedValuePerShare )      
Common stock, shares issued 16,881,000 16,421,000 9,200,000
( us-gaap:CommonStockSharesIssued )      
Common stock, shares outstanding 16,881,000 16,421,000 9,200,000
( us-gaap:CommonStockSharesOutstanding )      
(End Statement - Condensed Consolidated Balance Sheets (Parenthetical))
 
Statement - Condensed Consolidated Statements of Operations
Statement - Condensed Consolidated Statements of Operations (USD $) 3 Months Ended 12 Months Ended
( us-gaap:IncomeStatementAbstract )    
  Mar. 31, 2015 Mar. 31, 2014 Dec. 31, 2014 Dec. 31, 2013
         
         
         
Total Revenue
( us-gaap:Revenues )        
         
         
OPERATING EXPENSES        
( us-gaap:OperatingExpensesAbstract )        
    Executive compensation 186,000 186,000 744,000 423,000
    ( us-gaap:OfficersCompensation )        
    General and administrative 34,588 25,031 231,124 40,930
    ( us-gaap:GeneralAndAdministrativeExpense )        
    Professional fees 90,394 29,671 259,856
    ( us-gaap:ProfessionalFees )        
    Contingent liability expense     90,000
    ( custom:ContingentLiabilityExpense [Extension] )        
    Research and development - related party 30 30 2,706
    ( us-gaap:ResearchAndDevelopmentExpense )        
    Total Operating Expenses 310,982 240,732 1,325,010 466,636
    ( us-gaap:OperatingExpenses )        
Loss from Operations (310,982) (240,732) (1,325,010) (466,636)
( us-gaap:OperatingIncomeLoss )        
         
         
OTHER INCOME (EXPENSE)        
( us-gaap:OtherNonoperatingIncomeExpenseAbstract )        
    Gain on extinguishment of debt 11,323 1,200
    ( us-gaap:GainsLossesOnExtinguishmentOfDebt )        
    Interest income     7
    ( us-gaap:InterestIncomeOther )        
    Interest expense, related parties (1,078) (2,708)
    ( us-gaap:InterestExpenseRelatedParty )        
    Interest expense (16,142) (13,074)
    ( us-gaap:InterestExpenseOther )        
Loss before Income Taxes (316,879) (240,732) (1,339,585) (466,636)
( us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest )        
Income tax expense (50)
( us-gaap:IncomeTaxExpenseBenefit )        
Net Loss (316,879) (240,782) (1,339,585) (466,636)
( us-gaap:NetIncomeLoss )        
         
         
Basic and diluted (loss) per share (0.02) (0.03) (0.10) (0.05)
( us-gaap:EarningsPerShareBasicAndDiluted )        
Basic and diluted weighted average shares outstanding 16,740,778 9,200,000 13,698,896 9,200,000
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted )        
(End Statement - Condensed Consolidated Statements of Operations)
 
Statement - Consolidated Statement of Stockholders' Equity (Deficit)
Statement - Consolidated Statement of Stockholders' Equity (Deficit) (USD $)          
( us-gaap:StatementOfStockholdersEquityAbstract )          
  Preferred Shares [Member] Common Shares [Member] Additional Paid In Capital [Member] Accumulated Deficit [Member] <Total>
( us-gaap:StatementEquityComponentsAxis )          
           
( us-gaap:EquityComponentDomain )          
From Jan. 1, 2013 to Dec. 31, 2013          
           
           
           
Balance 95,058 (95,058)
( us-gaap:StockholdersEquity )          
Balance, shares      
( us-gaap:SharesOutstanding )          
Imputed Interest          
( custom:AjustmentToAdditionalPaidInCapitalImputedInterest [Extension] )          
Common stock issued at incorporation   9,200 (200)   9,000
( us-gaap:StockIssuedDuringPeriodValueAcquisitions )          
Common stock issued at incorporation, shares   9,200,000      
( us-gaap:StockIssuedDuringPeriodSharesAcquisitions )          
Contributed services     414,000   414,000
( custom:AdjustmentsToAdditionalPaidInCapitalContributedServices [Extension] )          
Expenses paid and assets contributed by shareholders     52,480   52,480
( custom:AdjustmentsToAdditionalPaidInCapitalExpensesPaidAndAssetsContributedByShareholders [Extension] )          
Recapitalization at merger          
( custom:StockIssuedDuringPeriodValueRecapitalizationAtMerger [Extension] )          
Recapitalization at merger, shares          
( custom:StockIssuedDuringPeriodSharesRecapitalizationAtMerger [Extension] )          
Shares issued for services @ $.10/share        
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices )          
Shares issued for services @ $.10/share, shares          
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices )          
Convertible debt discount          
( custom:AdjustmentsToAdditionalPaidInCapitalEquityComponentOfConvertibleDebtDiscount [Extension] )          
Net loss       (466,636) (466,636)
( us-gaap:NetIncomeLoss )          
Balance 9,200 561,338 (561,694) 8,844
( us-gaap:StockholdersEquity )          
Balance, shares 9,200,000      
( us-gaap:SharesOutstanding )          
           
           
From Jan. 1, 2014 to Dec. 31, 2014          
           
           
           
Balance 9,200 561,338 (561,694) 8,844
( us-gaap:StockholdersEquity )          
Balance, shares 9,200,000      
( us-gaap:SharesOutstanding )          
Imputed Interest     2,708   2,708
( custom:AjustmentToAdditionalPaidInCapitalImputedInterest [Extension] )          
Common stock issued at incorporation          
( us-gaap:StockIssuedDuringPeriodValueAcquisitions )          
Common stock issued at incorporation, shares          
( us-gaap:StockIssuedDuringPeriodSharesAcquisitions )          
Contributed services     390,000   390,000
( custom:AdjustmentsToAdditionalPaidInCapitalContributedServices [Extension] )          
Expenses paid and assets contributed by shareholders          
( custom:AdjustmentsToAdditionalPaidInCapitalExpensesPaidAndAssetsContributedByShareholders [Extension] )          
Recapitalization at merger   6,000 (22,509)   (16,509)
( custom:StockIssuedDuringPeriodValueRecapitalizationAtMerger [Extension] )          
Recapitalization at merger, shares   6,000,000      
( custom:StockIssuedDuringPeriodSharesRecapitalizationAtMerger [Extension] )          
Shares issued for services @ $.10/share   1,221 120,879   (122,100)
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices )          
Shares issued for services @ $.10/share, shares   1,221,000      
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices )          
Convertible debt discount     34,904   34,904
( custom:AdjustmentsToAdditionalPaidInCapitalEquityComponentOfConvertibleDebtDiscount [Extension] )          
Net loss       (1,339,585) (1,339,585)
( us-gaap:NetIncomeLoss )          
Balance 16,421 1,087,320 (1,901,279) (797,538)
( us-gaap:StockholdersEquity )          
Balance, shares 16,421,000      
( us-gaap:SharesOutstanding )          
(End Statement - Consolidated Statement of Stockholders' Equity (Deficit))
 
Statement - Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical)
Statement - Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) (USD $)  
( us-gaap:StatementOfStockholdersEquityAbstract )  
  Dec. 31, 2014
   
   
   
Shares issued for services price per share 0.10
( us-gaap:SaleOfStockPricePerShare )  
(End Statement - Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical))
 
Statement - Condensed Consolidated Statements of Cash Flows
Statement - Condensed Consolidated Statements of Cash Flows (USD $) 3 Months Ended 12 Months Ended
( us-gaap:StatementOfCashFlowsAbstract )    
  Mar. 31, 2015 Mar. 31, 2014 Dec. 31, 2014 Dec. 31, 2013
         
         
         
         
         
Cash flows from operating activities        
( us-gaap:NetCashProvidedByUsedInOperatingActivitiesAbstract )        
    Net loss (316,879) (240,782) (1,339,585) (466,636)
    ( us-gaap:NetIncomeLoss )        
    Adjustments to reconcile net loss to net cash used in operating activities:        
    ( us-gaap:AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract )        
        Depreciation and amortization 950 449 2,797 140
        ( us-gaap:DepreciationAndAmortization )        
        Contributed services 97,500 1,500 390,000 423,000
        ( custom:ContributedServices [Extension] )        
        Expenses paid by shareholders     43,496
        ( custom:ExpensesPaidByShareholders [Extension] )        
        Shares issued for services 9,389 122,100
        ( us-gaap:StockIssuedDuringPeriodValueIssuedForServices )        
        Warrants issued for services 7,153  
        ( us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims )        
        Convertible debt discount 8,726 34,904
        ( us-gaap:AmortizationOfDebtDiscountPremium )        
        Imputed interest - related party 1,078 2,708
        ( us-gaap:InterestExpenseRelatedParty )        
    Changes in operating assets and liabilities        
    ( us-gaap:IncreaseDecreaseInOperatingCapitalAbstract )        
        Advances - related parties 7,054 (2,390) (7,054)
        ( us-gaap:IncreaseDecreaseInDueFromRelatedPartiesCurrent )        
        Prepaid expense 16,074 (26,274)
        ( us-gaap:IncreaseDecreaseInPrepaidExpense )        
        Accounts payable and accrued expenses (34,880) 22,661 67,535
        ( us-gaap:IncreaseDecreaseInAccountsPayableAndAccruedLiabilities )        
        Accounts payable - related party (13,100) 56,155
        ( us-gaap:IncreaseDecreaseInAccountsPayableRelatedParties )        
        Accrued expenses - related party (5,105) 18,506 30,181
        ( custom:IncreaseDecreaseInAccruedLiabilitiesRelatedParties [Extension] )        
        Contingent liability     90,000  
        ( custom:IncreaseDecreaseInContingentLiability [Extension] )        
        Accrued compensation 85,000 186,000 329,000
        ( us-gaap:IncreaseDecreaseInAccruedSalaries )        
    Net cash used in operating activities (137,040) (14,006) (247,533)
    ( us-gaap:NetCashProvidedByUsedInOperatingActivities )        
         
         
Cash flows from investing activities        
( us-gaap:NetCashProvidedByUsedInInvestingActivitiesAbstract )        
    Intangible asset purchase     (20,000)
    ( us-gaap:PaymentsToAcquireIntangibleAssets )        
    Cash acquired in merger     90,000
    ( us-gaap:PaymentsToAcquireBusinessesNetOfCashAcquired )        
    Purchase of equipment (4,207)    
    ( us-gaap:PaymentsToAcquirePropertyPlantAndEquipment )        
    Net cash used in investing activities (4,207) 70,000
    ( us-gaap:NetCashProvidedByUsedInInvestingActivities )        
         
         
Cash flows from financing activities        
( us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract )        
    Common stock subscribed 146,100    
    ( custom:ProceedsFromCommonStockSubscribed [Extension] )        
    Convertible loan payable 20,000 30,000 178,433
    ( us-gaap:ProceedsFromConvertibleDebt )        
    Net cash provided by financing activities 166,100 30,000 178,433
    ( us-gaap:NetCashProvidedByUsedInFinancingActivities )        
         
         
Net increase (decrease) in cash 24,853 15,994 900
( us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease )        
Cash, beginning of period 900
( us-gaap:CashAndCashEquivalentsAtCarryingValue )        
Cash, end of period 25,753 15,994 900
( us-gaap:CashAndCashEquivalentsAtCarryingValue )        
         
         
Supplemental Information:        
( us-gaap:SupplementalCashFlowInformationAbstract )        
    Cash paid for:        
    ( custom:CashPaidAbstract [Extension] )        
        Taxes 50
        ( us-gaap:IncomeTaxesPaidNet )        
        Interest Expense
        ( us-gaap:InterestPaidNet )        
         
         
Non-cash Investing and Financing Activities        
( us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract )        
    Assets contributed by shareholders     8,844
    ( custom:AssetsContributedByShareholders [Extension] )        
    Prepaid expense transferred to intangible assets     4,770
    ( custom:PrepaidExpenseTransferredToIntangibleAssets [Extension] )        
(End Statement - Condensed Consolidated Statements of Cash Flows)
 
Disclosure - The Company
Disclosure - The Company (USD $) 3 Months Ended 12 Months Ended
( us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
The Company

Note 1. The Company

 

The Company and Nature of Business

 

eWellness Healthcare Corporation(f/k/a Dignyte, Inc.), (the “Company”, “we”, “us”, “our”) was incorporated in theState of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergersand acquisitions. The Company has generated no revenues to date. Prior to the Share Exchange Agreement discussed below, other thanissuing shares to its original shareholder, the Company never commenced any operational activities.

 

eWellness was incorporatedin Nevada in May 2013. Following a share exchange detailed below we completed in April 2014, pursuant to which eWellnessCorporation, a Nevada corporation became our wholly owned subsidiary, we abandoned our prior business plan and we are nowpursuing eWellness Corporation’s historical businesses and proposed businesses. Our historical business and operations willcontinue independently. eWellness is an early-stage Los Angeles based corporation that seeks to provide a unique telemedicine platformthat offers Distance Monitored Physical Therapy (DMpt) Programs utilizing its proprietary WWW.PHZIO.COM telemedicine platforminitially to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcare systems,in addition to in-office sessions. Based on today’s insurance landscape, our main revenue source shall come from a combinationof in-office and telemedicine visits. Amid ongoing challenges and changes within the healthcare industry, telemedicine is emergingas an increasingly attractive tool for delivering quality medical services.

 

Share Exchange Agreement

 

On April 11, 2014, Dignyte,Inc. (“Dignyte”), a publicly held Nevada corporation and eWellness Corporation (“Private Co”), a privatelyheld company incorporated in Nevada, executed a Share Exchange Agreement (or “Initial Exchange Agreement”). Prior tothe execution and delivery of the final Amended and Restated Share Exchange Agreement (the “Agreement”), the Boardof Directors of Dignyte approved the Agreement and the transactions contemplated thereby. Similarly, the Board of Directors ofthe Private Co. approved the exchange. On April 25, 2014, immediately prior to the execution and delivery of the Agreement, Dignyteamended its certificate of incorporation to change its corporate name from “Dignyte, Inc.” to “eWellness HealthcareCorporation.”

 

Pursuantto the Agreement, eWellness Healthcare Corporation issued 9,200,000 shares of unregistered common stock, $.001 par value (the “commonstock”) to the shareholders of the Private Co. in exchange for all outstanding shares of the Private Co.’s common stock.In addition, our former chief executive officer agreed: (i) to tender 5,000,000 shares of common stock back to the Company forcancellation; (ii) assign from his holdings, an additional 2,500,000 shares to the shareholders of the Private Co. resulting ina total of 11,700,000 shares owned by those shareholders; and, (iii) to a further assignment of an additional 2,100,000 sharesto other parties as stated therein (collectively, the “CEO Stock Actions”).

 

As the parties satisfiedall of the closing conditions, on April 30, 2014, we closed the Share Exchange. As a result, the Private Co. shareholders own approximately76.97% of our issued and outstanding common stock, after giving effect to CEO Stock Actions.

 

Following the Share Exchange,we abandoned our prior business plan and we are now pursuing the Private Co.’s historical businesses and proposed businesses.The Private Co. is the surviving company under the share exchange and became a wholly owned subsidiary of the Company.

 

For financial reportingpurposes, the Share Exchange represents a “reverse merger” rather than a business combination.Consequently, the transaction is accounted for as a reverse-merger and recapitalization. eWellness Corporation is the acquirerfor financial reporting purposes and Dignyte, Inc. is the acquired company. Consequently, the assets and liabilities and the operationsthat are reflected in the historical financial statements prior to the transactions are those of eWellness Corporation and arerecorded at the historical cost basis of eWellness Corporation, and the consolidated financial statements after completion of thetransaction include the assets, liabilities and operations of eWellness Healthcare Corporation, and eWellness Corporation fromthe closing date of the transaction. Additionally all historical equity accounts and awards of eWellness Corporation, includingpar value per share, share and per share numbers, have been adjusted to reflect the number of shares received in the transaction.

 

The foregoing descriptionof the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the Share Exchange Agreement,a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Securities andExchange Commission on May 10, 2014. At the execution of the Share Exchange Agreement, the total number of shares of common stockoutstanding was 15,200,000.

 

TheCompany is in the initial phase of developing a unique telemedicine platform that offers Distance Monitored Physical Therapy Programs(“DMpt”) to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcaresystems specifically designed to help prevent patients that are pre-diabetic from becoming diabetic. The Company’sactivities are subject to significant risks and uncertainties, including failure to secure funding to operationalize the Company’sbusiness plan.

Note 1. The Company

 

The Company and Nature of Business

 

eWellness HealthcareCorporation (f/k/a Dignyte, Inc.), (the “Company”, “we”, “us”, “our”) was incorporatedin the State of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selectedmergers and acquisitions. The Company has generated no revenues to date. Prior to the Share Exchange Agreement discussed below,other than issuing shares to its original shareholder, the Company never commenced any operational activities.

 

eWellness was incorporatedin Nevada in May 2013. Following a share exchange detailed below we completed in April 2014, pursuant to which eWellnessCorporation, a Nevada corporation became our wholly owned subsidiary, we abandoned our prior business plan and we are nowpursuing eWellness Corporation’s historical businesses and proposed businesses. Our historical business and operations willcontinue independently. eWellness is an early-stage Los Angeles based corporation that seeks to provide a unique telemedicine platformthat offers Distance Monitored Physical Therapy (DMpt) Programs utilizing its proprietary WWW.PHZIO.COM telemedicine platforminitially to pre-diabetic, cardiac and health challenged patients, through contracted physician practices and healthcare systems,in addition to in-office sessions. Based on today’s insurance landscape, our main revenue source shall come from a combinationof in-office and telemedicine visits. Amid ongoing challenges and changes within the healthcare industry, telemedicine is emergingas an increasingly attractive tool for delivering quality medical services.

 

Share Exchange Agreement

 

On April 11, 2014,Digntye, Inc. (“Dignyte”), a publicly held Nevada corporation and eWellness Corporation (“Private Co”),a privately held company incorporated in Nevada, executed a Share Exchange Agreement (or “Initial Exchange Agreement”).Prior to the execution and delivery of the final Amended and Restated Share Exchange Agreement (the “Agreement”), theBoard of Directors of Dignyte approved the Agreement and the transactions contemplated thereby. Similarly, the Board of Directorsof the Private Co. approved the exchange. On April 25, 2014, immediately prior to the execution and delivery of the Agreement,Dignyte amended its certificate of incorporation to change its corporate name from “Dignyte, Inc.” to “eWellnessHealthcare Corporation.”

 

Pursuantto the Agreement, eWellness Healthcare Corporation issued 9,200,000 shares of unregistered common stock, $.001 par value (the “commonstock”) to the shareholders of the Private Co. in exchange for all outstanding shares of the Private Co.’s common stock.In addition, our former chief executive officer agreed: (i) to tender 5,000,000 shares of common stock back to the Company forcancellation; (ii) assign from his holdings, an additional 2,500,000 shares to the shareholders of the Private Co. resulting ina total of 11,700,000 shares owned by those shareholders; and, (iii) to a further assignment of an additional 2,100,000 sharesto other parties as stated therein (collectively, the “CEO Stock Actions”).

 

As the parties satisfiedall of the closing conditions, on April 30, 2014, we closed the Share Exchange. As a result, the Private Co. shareholders own approximately76.97% of our issued and outstanding common stock, after giving effect to CEO Stock Actions.

 

Following the ShareExchange, we abandoned our prior business plan and we are now pursuing the Private Co.’s historical businesses and proposedbusinesses. The Private Co. is the surviving company under the share exchange and became a wholly owned subsidiary of the Company.

 

For financial reportingpurposes, the Share Exchange represents a “reverse merger” rather than a business combination and eWellness is deemedto be the accounting acquirer in the transaction. The Share Exchange is being accountedfor as a reverse-merger and recapitalization. eWellness is the acquirer for financial reporting purposes and the Company (eWellnessHealthcare Corporation, formerly known as Dignyte, Inc.) is the acquired company. Consequently, the assets and liabilities andthe operations that will be reflected in the historical financial statements prior to the Share Exchange will be those of eWellnessand will be recorded at the historical cost basis of eWellness, and the consolidated financial statements after completion ofthe Share Exchange will include the assets and liabilities of the Company and eWellness, and the historical operations of eWellnessand operations of the Combined Company from the closing date of the Share Exchange.

( us-gaap:NatureOfOperations )    
(End Disclosure - The Company)
 
Disclosure - Summary of Significant Accounting Policies
Disclosure - Summary of Significant Accounting Policies (USD $) 3 Months Ended 12 Months Ended
( us-gaap:AccountingPoliciesAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The interim financial informationof the Company as of periods ended March 31, 2015 and March 31, 2014 is unaudited. The balance sheet as of December 31, 2014 isderived from audited financial statements of eWellness Healthcare Corporation. The accompanying financial statements have beenprepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly, they omitor condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S.generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform to the accountingpolicies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation ofthe financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature.The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that can be expectedfor the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunction with the financialstatements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

 

Use of Estimates

 

The preparation of financialstatements in conformity with accounting principles generally accepted in the United States of America requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements andreported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these good faithestimates and judgments.

  

Going Concern

 

For the period ended March31, 2015, the Company has no revenues and no operations. The Company has an accumulated loss of $2,211,005. In view of these matters,there is substantive doubt about the Company’s ability to continue as a going concern. The Company’s ability to continueoperations is dependent upon the Company’s ability to raise additional capital and to ultimately achieve sustainable revenuesand profitable operations, of which there can be no guarantee. The Company intends to finance its future development activitiesand its working capital needs largely from the sale of public equity securities with some additional funding from other traditionalfinancing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capitalrequirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classificationof recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continueas a going concern.

 

Deferred Offering and Acquisition Costs

 

The Company defers as otherassets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completionof the offering, the costs will be charged against the capital raised. Should the offering be terminated, the deferred offeringcosts will be charged to operations during the period in which the offering is terminated. Direct acquisition costs will be expensedas incurred.

 

Fair Value of Financial Instruments

 

The Company complies withthe accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)820-10, Fair Value Measurements, as well as certain related FASB staff positions. This guidance defines fair value as theprice that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participantsat the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fairvalue, the Company considers the principal or most advantageous market in which it would transact business and considers assumptionsthat marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, andrisk of nonperformance.

 

The guidance also establishesa fair value hierarchy for measurements of fair value as follows:

 

Level 1 – quotedmarket prices in active markets for identical assets or liabilities.

 

Level 2 – inputs other thanLevel 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities,quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observableor can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – unobservable inputsthat are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

As of March 31, 2015 and2014, the Company did not have Level 1, 2, or 3 financial assets or liabilities.

  

Cash and Cash Equivalents

 

Cash and cash equivalentsincludes all cash deposits and highly liquid financial instruments with an original maturity to the Company of three months orless.

 

Property and Equipment

 

Property and equipmentconsists of assets with useful lives longer than one year. Useful lives for assets have been determined to be 5 years for the Company.

 

Revenue Recognition

 

The Company has yet torealize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goodsor completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by itscustomers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any relatedreceivable is probable.

 

Loss per Common Share

 

The Company follows ASCTopic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by theweighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations aredetermined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding.During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. As the Companyhas no common stock equivalents and has incurred losses for the period ended March 31, 2015, no dilutive shares are added intothe loss per share calculations.

 

Recent Accounting Pronouncements

 

From time to time, newaccounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by theCompany as of the specified date. If not discussed, management believes that the impact of recently issued standards, which arenot yet effective, will not have a material impact on the Company’s financial statements presentation.

Note 2. Summary of Significant AccountingPolicies

 

Basis of Presentation

 

These financialstatements have been prepared to reflect the financial position, results of operations and cash flows of the Company and have beenprepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

Principles of Consolidation

 

The accompanyingconsolidated financial statements include the accounts of eWellness Healthcare Corporation and its wholly owned subsidiary eWellnessCorporation. All significant inter-company balances and transactions have been eliminated in consolidation.

 

Financial Statement Reclassification

 

Certain accountbalances from prior periods have been reclassified in these audited consolidated financial statements so as to conform to currentperiod classifications.

 

Loss Per Share

 

Basic loss per commonshare (“EPS”) is calculated by dividing net loss by the weighted average number of common shares outstanding for theperiod. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, plusthe assumed exercise of all dilutive securities using the treasury stock or “as converted” method, as appropriate.During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive.

 

Use of Estimates

 

The preparationof financial statements in conformity with accounting principles generally accepted in the United States of America requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statementsand reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these goodfaith estimates and judgments.

 

Cash and Cash Equivalents

 

The Company considersall highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

Property and Equipment

 

Property and equipmentare recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals arecapitalized and depreciated over their estimated useful lives. Depreciation is recorded over the estimated useful lives of therelated assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generallyaccelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories areas follows:

 

Furniture and Fixtures   5 - 7 Years
Computer Equipment   5 - 7 Years
Software   3 Years

 

The Company regularlyevaluates whether events or circumstances have occurred that indicate the carrying value of long-lived assets may not be recoverable.If factors indicate the asset may not be recoverable, we compare the related undiscounted future net cash flows to the carryingvalue of the asset to determine if impairment exists. If the expected future net cash flows are less than the carrying value, animpairment charge is recognized based on the fair value of the asset. For the years ended December 31, 2014 and 2013, there wasno impairment recognized.

 

Intangible Assets

 

The Company accountsfor assets that are not physical in nature as intangible assets. Intangible assets have either an identifiable or indefinite usefullife. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life,whichever is shorter. Intangible assets with indefinite useful lives are reassessed each year for impairment. If an impairmenthas occurred, then a loss is recognized. An impairment loss is determined by subtracting the asset’s fair value from theasset’s book/carrying value.

 

Income Taxes

 

The Company accountsfor income taxes under FASB ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences betweenthe financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that willbe in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowancefor deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred taxassets will not be realized.

 

Recent Pronouncements

 

Adoption of ASU 2014-10 DevelopmentStage Entities

 

In June 2014, theFASB issued Accounting Standards Update (“ASU”) ASU 2014-10 Development Stage Entities. The amendmentsin ASU 2014-10 remove the definition of a development stage entity from Topic 915 Development Stage Entities, thereby removingthe distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminatethe requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cashflows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclosea description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which theentity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarifythat the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principaloperations. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.

 

The Company adoptedthis standard effective June 30, 2014. The Company’s financial statements have been impacted by the adoption of this ASUmainly by the removal of inception-to-date information in the Company’s statements of operations, cash flows, and stockholders’equity.

 

From time to time,new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed,management believes that the impact of recently issued standards, which are not yet effective, will not have a material impacton the Company’s financial statements upon adoption.

 

Fair Value of Financial Instruments

 

The Company’sfinancial instruments consist of cash and accounts payable. The carrying amount of cash and accounts payable approximates fairvalue because of the short-term nature of these items.

( us-gaap:SignificantAccountingPoliciesTextBlock )    
(End Disclosure - Summary of Significant Accounting Policies)
 
Disclosure - Going Concern
Disclosure - Going Concern (USD $) 12 Months Ended
( custom:GoingConcernAbstract [Extension] )  
  Dec. 31, 2014
   
   
   
Going Concern

Note 3. Going Concern

 

For the year endedDecember 31, 2014, the Company has no revenues and no operations and had not emerged from the development stage. The Company hasan accumulated loss of $1,901,279. In view of these matters, there is substantive doubt about the Company’s ability to continueas a going concern. The Company’s ability to continue operations is dependent upon the Company’s ability to raise additionalcapital and to ultimately achieve sustainable revenues and profitable operations, of which there can be no guarantee. The Companyintends to finance its future development activities and its working capital needs largely from the sale of public equity securitieswith some additional funding from other traditional financing sources, including term notes, until such time that funds providedby operations are sufficient to fund working capital requirements. The financial statements of the Company do not include anyadjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilitiesthat might be necessary should the Company be unable to continue as a going concern.

( custom:GoingConcernDisclosureTextBlock [Extension] )  
(End Disclosure - Going Concern)
 
Disclosure - Property and Equipment
Disclosure - Property and Equipment (USD $) 3 Months Ended 12 Months Ended
( PropertyPlantAndEquipmentAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
Property and Equipment

Note 3. Property and Equipment

 

Property and equipmentconsists of computer equipment that is stated at cost of $8,420 and $4,214 less accumulated depreciation of $1,194 and $983 atMarch 31, 2015 and December 31, 2014, respectively. Depreciation expense was $211 for the periods ended March 31, 2015 and March31, 2014. Depreciation expense is computed using the straight-line method over the estimated useful life of the assets, whichis five years for computer equipment.

Note 4. Property and Equipment

 

Property and equipmentconsists of computer equipment at a stated cost of $4,214 and $4,214 less accumulated depreciation of $983 and $140 for the periodsended December 31, 2014 and 2013, respectively. Depreciation expense was $843 and $140 for the periods ended December 31, 2014and 2013, respectively.

( us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock )    
(End Disclosure - Property and Equipment)
 
Disclosure - Intangible Assets
Disclosure - Intangible Assets (USD $) 3 Months Ended 12 Months Ended
( us-gaap:GoodwillAndIntangibleAssetsDisclosureAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
Intangible Assets

Note 4. Intangible Assets

 

The Company recognizesthe cost of a software license and a license for use of a programming code as intangible assets. The stated cost of these assetswere $24,770 and $24,770 less accumulated amortization of $2,693 and $1,954 for the periods ended March 31, 2015 and December31, 2014, respectively. For the periods ended March 31, 2015 and March 31, 2014, the amortization expense recorded was $739 and$239, respectively.

Note 5. Intangible Assets

 

The Company recognizedthe cost of a software license and a license for use of a programming code as intangible assets. The stated cost of these assetswere $24,770 and $0 less accumulated amortization of $1,954 and $0 for the years ended December 31, 2014 and 2013, respectively.

( us-gaap:IntangibleAssetsDisclosureTextBlock )    
(End Disclosure - Intangible Assets)
 
Disclosure - Related Party Transactions
Disclosure - Related Party Transactions (USD $) 3 Months Ended 12 Months Ended
( us-gaap:RelatedPartyTransactionsAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
Related Party Transactions

Note 5. Related Party Transactions

 

A company for whichthe Company’s former Secretary-Treasurer and CFO is also serving as CFO, has paid $73,610 on the Company’s behalf.The amount outstanding as of March 31, 2015 and December 31, 2014 was $43,056 and $56,155, respectively. During the periodsended March 31, 2015 and March 31, 2014, the Company recorded $1,078 and $856, respectively of imputed interest on the amountowed to the related party based on an interest rate of 8%.

 

During 2014, the Companyentered into a license agreement with a programming company in which one of our directors is Chief Marketing Officer. Through thelicensing agreement, we obtained a perpetual license to use the programming code created by a video management platform as a baseto develop our telemedicine video service for a license fee of $20,000. The license fee is recorded as an Intangible Asset andAccounts Payable on the Balance Sheet.

 

The Company rents its CulverCity, CA office space from a company owned by our CEO. The imputed rent expense of $500 per month is recorded in the ConsolidatedStatement of Operations and Additional Paid in Capital in the Balance Sheet.

 

The officers of the Companyincur personal expenses on behalf of the Company. The amounts outstanding as of March 31, 2015 and December 31, 2014 were $25,076and $30,181, respectively.

Note 7. Related Party Transactions

 

Through the yearended December 31, 2014, a related party, a company in which the former Secretary-Treasurer and CFO of the Company is also servingas CFO, has paid $67,710 on behalf of the Company. The amounts outstanding as of December 31, 2014 and December 31, 2013 were $56,155and $0, respectively. During the year ended December 31, 2014, the Company recorded $2,708 imputed interest on the amount owedto the related party based on an interest rate of 8%.

 

During the periodending December 31, 2014, the Company entered into a license agreement with a programming company in which one of our directorsis Chief Marketing Officer. Through the licensing agreement, we obtained a perpetual license to use the programming code createdby a video management platform as a base to develop our telemedicine video service for a license fee of $20,000. The license feeis recorded as an Intangible Asset and Accounts Payable on the Balance Sheet.

 

The Company rentsits Culver City, CA office space from a company owned by our CEO. The imputed rent expense of $500 per month is recorded in theConsolidated Statement of Operations and Additional Paid in Capital in the Balance Sheet.

 

Through the yearended December 31, 2014, the officers of the Company incur personal expenses on behalf of the Company. The amounts outstandingas of December 31, 2014 and December 31, 2013 were $30,181 and $0 respectively. In addition, advances were made to officers. Theamounts due from officers as of December 31, 2014 and December 31, 2013 were $7,054 and $0, respectively.

 

The Company periodicallyincurs expenses for research and development with a related party. At the periods ending December 31, 2014 and December 31, 2013,the Company had recorded expenses of $30 and $2,706, respectively.

( us-gaap:RelatedPartyTransactionsDisclosureTextBlock )    
(End Disclosure - Related Party Transactions)
 
Disclosure - Income Taxes
Disclosure - Income Taxes (USD $) 3 Months Ended 12 Months Ended
( IncomeTaxDisclosureAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
Income Taxes

Note 6. Income Taxes

 

The tax provision for interimperiods is determined using an estimate of the Company’s effective tax rate for the full year adjusted for discrete items,if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effectivetax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment.

 

At March 31, 2015 and December31, 2014, the Company has a full valuation allowance against its deferred tax assets, net of expected reversals of existing deferredtax liabilities, as it believes it is more likely than not that these benefits will not be realized.

 

The Company did not identifyany material uncertain tax positions of the Company on returns that have been filed or that will be filed. The Company has nothad operations and has deferred items consisting entirely of unused Net Operating Losses.. Since it is not thought that this NetOperating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would beno effect on the financial statements.

 

The Company’s policyis to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For theperiods ended March 31 2015, and March 31, 2014 the Company did not recognize nor accrue any interest or penalties.

Note 6. Income Taxes

 

Deferred taxes areprovided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating lossand tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differencesare the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reducedby a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferredtax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rateson the date of enactment.

 

Net deferred taxliabilities consist of the following components as of December 31, 2014 and 2013:

 

    2014     2013  
             
Deferred tax assets:                
NOL Carryover   $ 314,000     $ 15,067  
Deferred Rent     2,300       -  
Accrued Payroll     115,200       -  
Contingent Liability     31,500       -  
Deferred tax liabilities                
Depreciation     (300 )     -  
Valuation allowance     (462,700 )     (15,067 )
Net deferred tax asset   $ -     $ -  

 

The income tax provisiondiffers from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuingoperations for the years ended December 31, 2014 and 2013 due to the following:

 

    2014     2013  
             
Book Income   $ (468,900 )   $ (158,656 )
Depreciation     (300 )     -  
Contributed Services             143,820  
Non-Deductible Expenses     -       709  
Meals & Entertainment     2,500       -  
Stock for Expense Accounts     21,000       -  
Contributed Interest Expense     900       -  
Gain/Loss on settlement of debt through equity     (400 )     -  
Deferred Rent     -       -  
Accrued Payroll     115,200       -  
Related Party Interest     -       -  
Contingent Liability     31,500       -  
Valuation allowance     298,500       14,127  
    $ -     $ -  

 

At December 31,2014, the Company had net operating loss carryforwards of approximately $897,000 that may be offset against future taxable incomefrom the year 2015 through 2034. No tax benefit has been reported in the December 31, 2014 consolidated financial statements sincethe potential tax benefit is offset by a valuation allowance of the same amount.

 

Due to the changein ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposesare subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to usein future years.

 

The Company’spolicy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense.For the years ended December 31, 2014 and 2013, the Company did not recognize any interest or penalties, nor did we have any interestor penalties accrued as of December 31, 2014 and 2013 related to unrecognized benefits.

 

The Company hasfiled for an extension of the federal income tax return in the U.S for the year ended December 31, 2014. The tax years ended December31, 2014, 2013, and 2012 are open for examination for federal income tax purposes and by other major taxing jurisdictions to whichwe are subject.

( us-gaap:IncomeTaxDisclosureTextBlock )    
(End Disclosure - Income Taxes)
 
Disclosure - Convertible Notes Payable
Disclosure - Convertible Notes Payable (USD $) 3 Months Ended 12 Months Ended
( us-gaap:DebtDisclosureAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
Convertible Notes Payable

Note 7. Convertible Notes Payable

 

On December 23, 2014 theCompany issued $213,337 convertible promissory notes (the “Notes”) and warrants to purchase shares of common stockto four individual investors. The overall terms of the Notes are as follows:

 

  Interest rate: 12% per annum. During the period ended March 31, 2015, the Company recorded $6,969 of accrued interest.
     
  Due date: One year after the registration statement registering the shares of common stock underlying the Notes for resale is declared effective. The Company is to pay the principal amount and all accrued and unpaid interest on or before the due date.
     
  Redemption right: Any time the closing price of the Company’s common stock has been at or above $1.50 for 20 consecutive trading days, the Company has the right to redeem all or any part of the principal and accrued interest of the Notes, following written notice to the holders of the Notes.
     
  Optional Conversion: At the option of the holders, the Notes may be converted into shares of the Company’s common stock at a conversion price equal to $0.35 per share.
     
  Additionally, if the Company elects to exercise the redemption right, the holders have the opportunity to elect to take the cash payment or to convert all or any portion of the Notes into shares of the Company’s common stock.
     
  The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.
     
  The Notes are senior in rank to any other debt held by our officers, directors or affiliates and may not be subordinated to any other debt issued by us without the written consent of the holder.
     
  Warrants: The holders of the Notes are granted the right for three years to purchase 609,534 additional shares of common stock at $.35 per share.
     
  During the time that any portion of these Notes are outstanding, if any Event of Default occurs and such Default is not cured by the Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest and other amounts owing shall become at the holder’s election, immediately due and payable in cash. The holders at its option have the right, with three (3) business days advance written notice to the Company after the expiration of the Cure Period, to elect to convert the Notes into shares of the Company’s common stock pursuant to the Optional Conversion rights disclosed above.
     
  The Company’s Condensed Consolidated Balance Sheets report the following related to the convertible promissory note:

 

    March 3l, 2015  
Principal amount   $ 213,337  
Unamortized debt discount     (26,178 )
Net carrying amount   $ 187,159  

  

The Company valued thewarrants as the difference in the value of the Note at its stated interest rate of 12% and the fair value of the Note at its discountedvalue using an expected borrowing rate of 18%.

 

For the period ended March31, 2015, none of the debt had been converted and no warrants to purchase common stock had been exercised.

 

Under the guidance ofASC 470-20 Debt With Conversion and Other Options, the common shares of the Company, pending being listed on the OTC, and thenet settlement requirements of the warrants will be analyzed at the end of each quarter to determine if the conversion does becomereadily convertible to cash which would require derivative accounting calculations and recording.

Note 8. Convertible Notes

 

On December 23,2014 the Company issued $213,337 convertible promissory notes (the “Notes”) and warrants to purchase shares of commonstock to four individual investors. The overall terms of the Notes are as follows:

 

  Interest rate: 12% per annum.
     
  Due date: December 31, 2015. The Company is to pay the principal amount and all accrued and unpaid interest on or before the due date.
     
  Redemption right: Any time the closing price of the Company’s common stock has been at or above $1.50 for 20 consecutive trading days, the Company has the right to redeem all or any part of the principal and accrued interest of the Notes, following written notice to the holders of the Notes.
     
  Optional Conversion: At the option of the holders, the Notes may be converted into shares of the Company’s common stock at a conversion price equal to $0.35 per share.
     
  Additionally, if the Company elects to exercise the redemption right, the holders have the opportunity to elect to take the cash payment or to convert all or any portion of the Notes into shares of the Company’s common stock.
     
  The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.
     
  The Notes are senior in rank to any other debt held by our officers, directors or affiliates and may not be subordinated to any other debt issued by us without the written consent of the holder.
     
  Warrants: The holders of the Notes are granted the right through December 31, 2015 to purchase 609,534 additional shares of common stock at $.35 per share.
     
  During the time that any portion of these Notes are outstanding, if any Event of Default occurs and such Default is not cured by the Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest and other amounts owing shall become at the holder’s election, immediately due and payable in cash. The holders at its option have the right, with three (3) business days advance written notice to the Company after the expiration of the Cure Period, to elect to convert the Notes into shares of the Company’s common stock pursuant to the Optional Conversion rights disclosed above.
     
  The Company’s Condensed Consolidated Balance Sheets report the following related to the convertible promissory note:

 

    December 31, 2014  
Principal amount   $ 213,337  
Unamortized debt discount     (34,904 )
Net carrying amount   $ 178,433  

 

The Company valuedthe warrants as the difference in the value of the Note at its stated interest rate of 12% and the fair value of the Note at itsdiscounted value using an expected borrowing rate of 18%.

 

For the period endedDecember 31, 2014, the Company recorded a debt discount of $34,904 associated with the value of the warrants which is being amortizedover the life of the notes. At December 31, 2014, none of the debt had been converted and no warrants to purchase common stockhad been exercised.

 

Under the guidanceof ASC 470-20 Debt With Conversion and Other Options, the common shares of the Company, pending being listed on the OTC, and thenet settlement requirements of the warrants will be analyzed at the end of each quarter to determine if the conversion does becomereadily convertible to cash which would require derivative accounting calculations and recording.

( us-gaap:DebtDisclosureTextBlock )    
(End Disclosure - Convertible Notes Payable)
 
Disclosure - Preferred and Common Stock
Disclosure - Preferred and Common Stock (USD $) 3 Months Ended 12 Months Ended
( us-gaap:EquityAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
Preferred and Common Stock

Note 8. Preferred and Common Stock

 

Preferred Stock

 

The total number of sharesof preferred stock which the Company shall have authority to issue is 10,000,000 shares with a par value of $0.001. There havebeen no preferred shares issued as of March 31, 2015.

 

Common Stock

 

The total number of sharesof common stock which the Company shall have authority to issue is 100,000,000 shares with a par value of $0.001.

 

On January 24, 2015, theCompany authorized the issuance of 400,000 shares for consulting services at a value of $40,000 that will be amortized over thelife of the contract.

 

On February 23, 2015, theCompany authorized the issuance of 60,000 shares for consulting services for a value of $6,000 that will be amortized over thelife of the contract.

 

As of the period endedMarch 31, 2015, the Company has 16,881,000 shares of $0.001 par value common stock issued and outstanding.

 

Holders of shares of commonstock are entitled to cast one vote for each share held at all stockholders’ meetings for all purposes including the electionof directors. The common stock does not have cumulative voting rights.

 

No holder of shares ofstock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issueof shares of stock of any class or of securities convertible into shares of stock of any class, whether now hereafter authorizedor whether issued for money, for consideration other than money, or by way of dividend.

 

The Company is currentlyconducting an offering of up to $1,200,000 convertible secured notes. On December 23, 2014, the Company closed the initial offering(See Footnote 7). During the period ended March 31, 2015, the Company received $146,100 in funds as part of the second part ofthe original offering. The receipt of these funds was recorded as a short term liability for the period ended March 31, 2015. Thesecond part of the original offering was closed on April 9, 2015 and convertible notes and warrants were issued.

  

Warrants

 

On January 24, 2015, theCompany authorized the issuance of 400,000 warrants that were issued as part of a consulting agreement extension that expired onOctober 21, 2015. The fair value of the warrants are $32,187 and the Company recorded $7,153 as consulting expense and $25,034as prepaid expense to be amortized over the life of the contract which expires in October, 2015.

 

The following is a summaryof the status of all of the Company’s warrants as of March 31, 2015 and changes during the three months ended on that date:

 

            Weighted  
      Number of     Average  
      Warrants     Exercise Price  
               
Outstanding at January 1, 2015       -     $ -  
Granted       400,000     $ 0.35  
Exercised       -     $ -  
Cancelled       -     $ -  
Outstanding at March 31, 2015       400,000     $ 0.35  

Note 9. Preferred and Common Stock

 

Preferred Stock

 

The total numberof shares of preferred stock which the Company shall have authority to issue is 10,000,000 shares with a par value of $0.001. Therehave been no preferred shares issued as of the year ended December 31, 2014.

 

Common Stock

 

The total numberof shares of common stock which the Company shall have authority to issue is 100,000,000 shares with a par value of $0.001.

 

As of the year endedDecember 31, 2014, the Company has 16,421,000 shares of $0.001 par value common stock issued and outstanding.

 

Holders of sharesof common stock are entitled to cast one vote for each share held at all stockholders’ meetings for all purposes includingthe election of directors. The common stock does not have cumulative voting rights.

 

No holder of sharesof stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additionalissue of shares of stock of any class or of securities convertible into shares of stock of any class, whether now hereafter authorizedor whether issued for money, for consideration other than money, or by way of dividend.

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Disclosure - Commitments, Contingencies
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Commitments, Contingencies

Note 9. Commitments, Contingencies

 

The Company may be subjectto lawsuits, administrative proceedings, regulatory reviews or investigations associated with its business and other matters arisingin the normal conduct of its business. The following is a description of an uncertainty that is considered other than ordinary,routine and incidental to the business.

 

The closing of the InitialExchange Agreement with Private Co. was conditioned upon certain, limited customary representations and warranties, as well as,among other things, our compliance with Rule 419 (“Rule 419”) of Regulation C under the Securities Act of 1933, asamended (the “Securities Act”) and the consent of our shareholders as required under Rule 419. Accordingly, we conducteda “Blank Check” offering subject to Rule 419 (the “Rule 419 Offering”) and filed a Registration Statementon Form S-1 to register the shares of such offering; the Registration Statement was declared effective on September 14, 2012. Weused 10% of the subscription proceeds as permitted under Rule 419 and the amount remaining in the escrow trust as of the date ofthe closing of the Share Exchange was $90,000 (the “Trust Account Balance”).

 

Rule 419 required thatthe Share Exchange occur on or before March 18, 2014, but due to normal negotiations regarding the transactions and the parties’efforts to satisfy all of the closing conditions, the Share Exchange did not close on such date. Accordingly, after numerous discussionswith management of both parties, they entered into an Amended and Restated Share Exchange Agreement (the “Share ExchangeAgreement”) to reflect a revised business combination structure, pursuant to which we would: (i) file a registration statementon Form 8-A (“Form 8A”) to register our common stock pursuant to Section 12(g) of the Exchange Act, which we did onMay 1, 2014 and (ii) seek to convert the participants of the Rule 419 Offering into participants of a similarly termed privateoffering (the “Converted Offering”), to be conducted pursuant to Regulation D, as promulgated under the SecuritiesAct.

 

Fifty-two persons participatedin the Rule 419 Offering and each of them gave the Company his/her/its consent to use his/her/its escrowed funds to purchase sharesof the Company’s restricted common stock in the Converted Offering (the “Consent”) rather than have their fundsreturned. To avoid further administrative work for the investors, we believe that we took reasonable steps to inform investorsof the situation and provided them with an appropriate opportunity to maintain their investment in the Company, if they so choose,or have their funds physically returned. Management believed the steps it took constituted a constructive return of the funds andtherefore met the requirements of Rule 419.

 

However, pursuant to Rule419(e)(2)(iv), “funds held in the escrow or trust account shallbe returned by first class mail or equally prompt means to the purchaser within five business days [if the related acquisitiontransaction does not occur by a date that is 18 months after the effective date of the related registration statement].”As set forth above, rather than physically return the funds, we sought consent from the investors of the Rule 419 Offering to directtheir escrowed funds to the Company to instead purchase shares in the Converted Offering. The consent document (which was essentiallya form of rescission) was given to the investors along with a private placement memorandum describing the Converted Offering andstated that any investor who elected not to participate in the Converted Offering would get 90% of their funds physically returned.Pursuant to Rule 419(b)(2)(vi), a blank check company is entitled to use 10% of the proceed/escrowed funds; therefore, if a returnof funds is required, only 90% of the proceed/escrowed funds need be returned. The Company received $100,000 proceeds and used$10,000 as per Rule 419(b)(2)(vi); therefore, only $90,000 was subject to possible return.

 

As disclosed therein, wefiled the amendments to the initial Form 8-K in response to comments from the SEC regarding the Form 8-K and many of those commentspertain to an alleged violation of Rule 419. The Company continued to provide the SEC with information and analysis as to why itbelieves it did not violate Rule 419, but was unable to satisfy the SEC’s concerns. Comments and communications indicatethat Rule 419 requires a physical return of funds if a 419 offering cannot be completed because a business combination was notconsummated within the required time frame; constructive return is not permitted.

 

Asa result of these communications and past comments, we are disclosing that we did not comply with the requirements of Rule 419,which required us to physically return the funds previously submitted to escrow pursuant to the Rule 419 Offering. As a resultof our failure to comply with Rule 419, the SEC may bring an enforcement action or commence litigation against us for failure tostrictly comply with Rule 419. If any claims or actions were to be brought againstus relating to our lack of compliance with Rule 419, we could be subject to penalties (including criminal penalties), requiredto pay fines, make damages payments or settlement payments. In addition, any claims or actions could force us to expend significantfinancial resources to defend ourselves, could divert the attention of our management from our core business and could harm ourreputation.

 

Ultimately, the SEC determinedto terminate its review of the Initial Form 8-K and related amendments, rather than provide us with additional opportunities toaddress their concerns and therefore, we did not clear their comments. It is not possible at this time to predict whether or whenthe SEC may initiate any proceedings, when this issue may be resolved or what, if any, penalties or other remedies may be imposed,and whether any such penalties or remedies would have a material adverse effect on our consolidated financial position, resultsof operations, or cash flows. Litigation and enforcement actions are inherently unpredictable, the outcome of any potential lawsuitor action is subject to significant uncertainties and, therefore, determining at this time the likelihood of a loss, any SEC enforcementaction and/or the measurement of the amount of any loss is complex. Consequently, we are unable to estimate the range of reasonablypossible loss. Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessmentprocess relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events andcircumstances may occur that might cause us to change that estimate and assumption. In lightof the uncertainty of this issue and while Management evaluates the best and most appropriate way to resolve same, management determinedto create a reserve on the Company’s Balance Sheet for the $90,000 that was subject to the Consent.

 

On or about June 23, 2014,we entered into a license agreement with Bistromatics Corp., to which one of our directors is Chief Marketing Officer, pursuantto which we obtained a perpetual license to use the programming code created by a video management platform as a base to developour telemedicine video service for a license fee of $20,000 due by September 31, 2014. The parties entered into an addendum extendingthe due date of the license fee to December 31, 2014. Intellectual property developed as a result of this license, will be ourproperty; but Bistromatics will retain the intellectual property for the original code base. We may resell or license the resultingtelemedicine platform for an extended license fee of $10,000 for each additional instance the code base will be used. Through thisagreement, Bistromatics Corp. built our PHZIO.com platform; our director purchased the domain name on behalf of the Company andretains no rights to same. On March 16, 2015, the Company extended the licensing fee payment agreement until July 1, 2015. TheCompany made an initial payment of $5,000 with the remaining fees to be to be paid on or before July 1, 2015.

 

The Company rents its CulverCity, CA office space from a company owned by our CEO. The rental agreement provides for the value of the rent of $500 per monthbe recorded as contributed towards the founding eWellness and its operations. During the period ended March31, 2015, we have recordedthis rent payment in the Consolidated Statements of Operations and Additional Paid in Capital on the Balance Sheet.

 

In May 2014, the Companysigned an Office Service Agreement for office space in New York, New York. A deposit of $17,874 was paid and recorded in prepaidexpense. The utilization of the office space began on August 1, 2014 and terminated at December 31, 2014. The Company negotiateda settlement of $5,500 in April, 2015 for the cancellation of the agreement. The settlement resulted in a gain on extinguishmentof debt of $11,323.

 

On January 24, 2015, theCompany received $20,000 in exchange for a 90-day Promissory Note at an interest rate of 12% per annum. For the period ended March31, 2015, the Company recorded $447 of accrued interest for this note.

 

On January 24, 2015 theCompany extended a previous consulting and service agreement with a consultant from April 21, 2015 to October 20, 2015 in exchangefor 400,000 shares of restricted common stock and 400,000 callable common stock purchase warrants at a strike price of $0.35 pershare. The fair value of the common stock issued for the services is $40,000 and the Company recorded $8,889 as consulting expenseand $31,111 as prepaid expense to be amortized over the life of the contract. The fair value of the warrants issued for servicesis $32,187 and the Company recorded $7,153 as consulting expense and $25,034 as prepaid expense to be amortized over the life ofthe contract. With this extension agreement, the Company is to pay $10,000 per month consulting fee beginning with February 1,2015 through the end of the agreement. For the period ended March 31, 2015, the Company accrued $20,000 for these consulting fees.

 

On February 14, 2015, theCompany entered into a one-year agreement with BMT, Inc. as a consultant and advisor in connection with certain business developmentadvisory. This agreement is on an at-will basis as determined by the company in exchange for cash compensation to be invoiced monthly.The total compensation paid to date on this agreement is $11,950.

 

On February 23, 2015, theCompany entered into a one-year agreement with a consultant in connection with certain corporate finance, investor relations andrelated business matters in exchange for 60,000 shares of restricted common stock. The fair value of the services is $6,000 andthe Company recorded $500 as consulting expense and $5,500 as prepaid expense to be amortized over the life of the contract thatexpires in February, 2016.

 

From time to time theCompany may become a party to litigation matters involving claims against the Company. Except as may be outlined above, managementbelieves that there are no current matters that would have a material effect on the Company’s financial position or resultsof operations.

Note 10. Commitments, Contingencies

 

The Company maybe subject to lawsuits, administrative proceedings, regulatory reviews or investigations associated with its business and othermatters arising in the normal conduct of its business. The following is a description of an uncertainty that is considered otherthan ordinary, routine and incidental to the business.

 

The closing of theInitial Exchange Agreement with Private Co. was conditioned upon certain, limited customary representations and warranties, aswell as, among other things, our compliance with Rule 419 (“Rule 419”) of Regulation C under the Securities Act of1933, as amended (the “Securities Act”) and the consent of our shareholders as required under Rule 419. Accordingly,we conducted a “Blank Check” offering subject to Rule 419 (the “Rule 419 Offering”) and filed a RegistrationStatement on Form S-1 to register the shares of such offering; the Registration Statement was declared effective on September 14,2012. We used 10% of the subscription proceeds as permitted under Rule 419 and the amount remaining in the escrow trust as of thedate of the closing of the Share Exchange was $90,000 (the “Trust Account Balance”).

 

Rule 419 requiredthat the Share Exchange occur on or before March 18, 2014, but due to normal negotiations regarding the transactions and the parties’efforts to satisfy all of the closing conditions, the Share Exchange did not close on such date. Accordingly, after numerous discussionswith management of both parties, they entered into an Amended and Restated Share Exchange Agreement (the “Share ExchangeAgreement”) to reflect a revised business combination structure, pursuant to which we would: (i) file a registration statementon Form 8-A (“Form 8A”) to register our common stock pursuant to Section 12(g) of the Exchange Act, which we did onMay 1, 2014 and (ii) seek to convert the participants of the Rule 419 Offering into participants of a similarly termed privateoffering (the “Converted Offering”), to be conducted pursuant to Regulation D, as promulgated under the SecuritiesAct.

 

Fifty-two personsparticipated in the Rule 419 Offering and each of them gave the Company his/her/its consent to use his/her/its escrowed funds topurchase shares of the Company’s restricted common stock in the Converted Offering (the “Consent”) rather thanhave their funds returned. To avoid further administrative work for the investors, we believe that we took reasonable steps toinform investors of the situation and provided them with an appropriate opportunity to maintain their investment in the Company,if they so choose, or have their funds physically returned. Management believed the steps it took constituted a constructive returnof the funds and therefore met the requirements of Rule 419.

 

However, pursuantto Rule 419(e)(2)(iv), “funds held in the escrow or trust account shallbe returned by first class mail or equally prompt means to the purchaser within five business days [if the related acquisitiontransaction does not occur by a date that is 18 months after the effective date of the related registration statement].”As set forth above, rather than physically return the funds, we sought consent from the investors of the Rule 419 Offering to directtheir escrowed funds to the Company to instead purchase shares in the Converted Offering. The consent document was given to theinvestors along with a private placement memorandum describing the Converted Offering and stated that any investor who electednot to participate in the Converted Offering would get 90% of their funds physically returned. Pursuant to Rule 419(b)(2)(vi),a blank check company is entitled to use 10% of the proceed/escrowed funds; therefore, if a return of funds is required, only 90%of the proceed/escrowed funds need be returned. The Company received $100,000 proceeds and used $10,000 as per Rule 419(b)(2)(vi);therefore, only $90,000 was subject to possible return.

 

As disclosed therein,we filed the amendments to the initial Form 8-K in response to comments from the SEC regarding the Form 8-K and many of those commentspertain to the Company’s potential violation of Rule 419. The Company continued to provide the SEC with information and analysisas to why it believes it did not violate Rule 419, but was unable to satisfy the SEC’s concerns. Comments and communicationsindicate that Rule 419 requires a physical return of funds if a 419 offering cannot be completed because a business combinationwas not consummated within the required time frame; constructive return is not permitted.

 

Asa result of these communications and past comments, we are disclosing that we did not comply with the requirements of Rule 419,which required us to physically return the funds previously submitted to escrow pursuant to the Rule 419 Offering. As a resultof our failure to comply with Rule 419, the SEC may bring an enforcement action or commence litigation against us for failure tostrictly comply with Rule 419. If any claims or actions were to be brought againstus relating to our lack of compliance with Rule 419, we could be subject to penalties (including criminal penalties), requiredto pay fines, make damages payments or settlement payments. In addition, any claims or actions could force us to expend significantfinancial resources to defend ourselves, could divert the attention of our management from our core business and could harm ourreputation.

 

Ultimately, theSEC determined to terminate its review of the Initial Form 8-K and related amendments, rather than provide us with additional opportunitiesto address their concerns and therefore, we did not clear their comments. It is not possible at this time to predict whether orwhen the SEC may initiate any proceedings, when this issue may be resolved or what, if any, penalties or other remedies may beimposed, and whether any such penalties or remedies would have a material adverse effect on our consolidated financial position,results of operations, or cash flows. Litigation and enforcement actions are inherently unpredictable, the outcome of any potentiallawsuit or action is subject to significant uncertainties and, therefore, determining at this time the likelihood of a loss, anySEC enforcement action and/or the measurement of the amount of any loss is complex. Consequently, we are unable to estimate therange of reasonably possible loss. Our assessment is based on an estimate and assumption that has been deemed reasonable by management,but the assessment process relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipatedevents and circumstances may occur that might cause us to change that estimate and assumption. Inlight of the uncertainty of this issue and while Management evaluates the best and most appropriate way to resolve same, managementdetermined to create a reserve on the Company’s Balance Sheet for the $90,000 that was subject to the Consent.

 

MHI Agreement:On May 24, 2013, eWellness entered into an exclusive 25-year Supply and Distribution Agreement (the “Agreement”) withMillennium Healthcare, Inc. (“MHI”) for the following 14 states that include: Maine, New Hampshire, Massachusetts,Rhode Island, Connecticut, New York, New Jersey, Delaware Maryland, Virginia, North Carolina, South Carolina, Georgia and Florida.Under the agreement, eWellness agrees to provide its eWellness Distance Monitored Physical Therapy Program (“DMpt program”)to MHI affiliated physicians within the terms of the Agreement. MHI agreed to market the eWellness DMpt and agreed to use its bestefforts to promote and use the DMpt program; MHI also agreed to assist in managing the insurance reimbursement to eWellness forPT evaluations, re-evaluations and physical tests that eWellness staff perform at selected MHI facilities; however, we will beresponsible for seeking reimbursement opportunities from insurance providers who do not currently reimburse for our telemedicineservices. MHI, through its wholly owned operating subsidiaries, provide primary care physician practices, physician groups andhealthcare facilities of all sizes with cutting edge medical devices focused primarily on preventive care through early detection.MHI currently provides their services to 70 medical group offices in NYC and approximately 130 in Northern New Jersey. There areapproximately 400 individual physicians in these various practices. Approximately 20 percent of those patient visits are reoccurringvisits.

 

MHI will chargeeWellness a 20% billing fee on all insurance reimbursement or patient fees for marketing the DMpt Program and assisting in theprocessing of insurance reimbursement. We have also agreed that for every $100,000.00 of insurance reimbursement received fromMHI patients for our DMpt program (up to $1 million in billing), we will issue 110,000 shares of our common stock to MHI, up toa maximum amount of 1.1 million shares. As of the date of this Report, we have not issued any shares to MHI under this Agreementbecause we have not yet required or utilized MHI’s reimbursement services, nor has MHI marketed our services.

 

Each party has theright to terminate the agreement upon breach of the Agreement or dissolution of either party. We may also terminate the Agreementif MHI is, for a period of 60 continuous days, restrained or prevented from transacting a substantial part of their business byreason of a judgment order or regulation of any court or authority; MHI may terminate the Agreement at any time with 30 days writtennotice. The parties may also terminate the Agreement if either becomes the subject to any bankruptcy or similar proceeding. TheAgreement also includes standard indemnification provisions for both parties.

 

Programming Agreement:On or about June 23, 2014, we entered into a license agreement with Bistromatics Corp., to which one of our directors, Curtis Hollister,is Chief Marketing Officer, pursuant to which we obtained a perpetual license to use the programming code created by a video managementplatform as a base to develop our telemedicine video service for a license fee of $20,000; $2,000 of which was due upon execution,$5,000 of which is due on August 1, 2014 and the $13,000 balance is due by September 15, 2014. The parties entered into an addendumextending the due date of the $20,000 license fee to December 31, 2014 and another addendum extending it to July 1, 2015. Intellectualproperty developed as a result of this license, will be our property; but Bistromatics will retain the intellectual property forthe original code base. We may resell or license the resulting telemedicine platform for an extended license fee of $10,000 foreach additional instance the code base will be used. Through this agreement, Bistromatics Corp. built our PHZIO.com platform; Mr.Hollister purchased the domain name on behalf of the Company and retains no rights to same.

 

Office Space:The Company rents its Culver City, CA office space from Evolution Physical Therapy (“Evolution”), a company ownedby our CEO, Mr. Fogt. Evolution has agreed to cancel and contribute the annual rent for the year ended December 31, 2013 towardsfounding eWellness and its operations; the market value of such rent is $500 per month. During the period ended December 31, 2014,we have recorded this rent payment in the Consolidated Statements of Operations and Additional Paid in Capital on the BalanceSheet.

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Disclosure - Segment Reporting
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Segment Reporting

Note 10. Segment Reporting

 

The Company has one operatingsegment, which was identified based upon the availability of discrete financial information and the chief operating decision makers’regular review of financial information.

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Disclosure - Subsequent Events
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Subsequent Events

Note 11. Subsequent Events

 

On April 1, 2015, the Companyentered into an Operating Agreement with Evolution Physical Therapy (“EPT”), a company owned by one of the Company’sofficers, wherein it is agreed that EPT would be able to operate the Company’s telemedicine platform www.phzio.comand offer it to selected physical therapy patients of EPT. The Company is to receive 75% of the net insurance reimbursements fromthe patient for use of the platform. The Company will advance capital requested by EPT for costs specifically associated with operatingthe www.phzio,com platform and associated physical therapy treatments – computer equipment, office or facilities rentalpayments, physical therapist or physical therapy assistant, administrative staff, patient induction equipment, office supplies,utilities and other associated operating costs. It is anticipated that the operation of the platform by EPT will generate positivecash flow within 90 days from the start of patient induction.

 

On April 9, 2015, theCompany closed a second round of its private placement offering with eight accredited investors in which it raised grossproceeds of $270,080 (including an aggregate of $123,980 that was converted from certain other outstanding notes, including accruedinterest, and future contractual cash consulting fees) and sold that same amount of Series A Senior Convertible Redeemable Notesconvertible into shares of the Company’s common stock, par value $0.001 per share at $0.35 per share and Series A Warrants,all pursuant to separate Securities Purchase Agreements entered into with each investor. The Warrants are exercisable to purchaseup to 834,857 shares of Common Stock. The sale was part of a private placement offering in which the Company offered for sale amaximum of $1,200,000 principal amount of convertible notes.

 

On April 17, 2015, theCompany entered into an agreement with Akash Bajaj, M.D., M.P.H. The agreement is for Dr. Bajaj to serve as a consultant and asthe Chairman of the Company’s Clinical Advisory Board. The term of the agreement is for one year with annual renewal as desired.The agreement further sets the hourly rate to be paid at $225 per hour with payment to be at the end of each month. Further, theCompany granted Dr. Bajaj a five-year non-statutory option to purchase 100,000 shares of common stock at a price of $.35 per share.The options will vest over a 12 month period at 8,333 per month. As the Company’s stock is not yet publicly traded, the valueof the options are deemed to be zero.

 

On May 7, 2015, EvolutionPhysical Therapy inducted the first patient using the Company’s telemedicine platform www.phzio.com.

Note 11. Subsequent Events

 

On January 24, 2015,the Company received $20,000 in exchange for a 90-day Promissory Note at an interest rate of 12% per annum.

 

On January 24, 2015the Company extended a previous consulting and service agreement with a consultant from April 21, 2015 to October 20, 2015 forwhich the Company shall issue 400,000 shares of restricted common stock and 400,000 callable common stock purchase warrants ata strike price of $0.35 per share. As of the date of this report the 400,000 shares have not been issued.

 

On February 14,2015, the Company entered into a one-year agreement with BMT, Inc. as a consultant and advisor in connection with certain businessdevelopment advisory. This agreement is on an at-will basis as determined by the company in exchange for cash compensation to beinvoiced monthly. The total compensation paid to date on this agreement is $11,950.

 

On February 23,2015, the Company entered into a one-year agreement with a consultant in connection with certain corporate finance, investor relationsand related business matters in exchange for 60,000 shares of restricted common stock. As of the date of this report, the 60,000shares have not been issued.

 

On March 16, 2015,the Company extended a $20,000 licensing fee payment agreement with Bistromatics, Inc. pertaining to intellectual property utilizedby the company until July 1, 2015. The Company made an initial payment of $5,000 with the remaining fees to be to be paid on orbefore July 1, 2015.

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Disclosure - Summary of Significant Accounting Policies (Policies)
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Basis of Presentation

Basis of Presentation

 

The interim financialinformation of the Company as of periods ended March 31, 2015 and March 31, 2014 is unaudited. The balance sheet as of December31, 2014 is derived from audited financial statements of eWellness Healthcare Corporation. The accompanying financial statementshave been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly,they omit or condense footnotes and certain other information normally included in financial statements prepared in accordancewith U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conformto the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fairpresentation of the financial information for the interim periods reported have been made. All such adjustments are of a normalrecurring nature. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the resultsthat can be expected for the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunctionwith the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year endedDecember 31, 2014.

Basis of Presentation

 

These financialstatements have been prepared to reflect the financial position, results of operations and cash flows of the Company and havebeen prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

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Use of Estimates

Use of Estimates

 

The preparation of financialstatements in conformity with accounting principles generally accepted in the United States of America requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statementsand reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these goodfaith estimates and judgments.

Use of Estimates

 

The preparationof financial statements in conformity with accounting principles generally accepted in the United States of America requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statementsand reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these goodfaith estimates and judgments.

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Going Concern

Going Concern

 

For the period ended March31, 2015, the Company has no revenues and no operations. The Company has an accumulated loss of $2,211,005. In view of these matters,there is substantive doubt about the Company’s ability to continue as a going concern. The Company’s ability to continueoperations is dependent upon the Company’s ability to raise additional capital and to ultimately achieve sustainable revenuesand profitable operations, of which there can be no guarantee. The Company intends to finance its future development activitiesand its working capital needs largely from the sale of public equity securities with some additional funding from other traditionalfinancing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capitalrequirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classificationof recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable tocontinue as a going concern.

 
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Deferred Offering and Acquisition Costs

Deferred Offering and Acquisition Costs

 

The Company defers asother assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of thecompletion of the offering, the costs will be charged against the capital raised. Should the offering be terminated, the deferredoffering costs will be charged to operations during the period in which the offering is terminated. Direct acquisition costs willbe expensed as incurred.

 
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Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company complies withthe accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)820-10, Fair Value Measurements, as well as certain related FASB staff positions. This guidance defines fair value as theprice that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participantsat the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fairvalue, the Company considers the principal or most advantageous market in which it would transact business and considers assumptionsthat marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, andrisk of nonperformance.

 

The guidance also establishesa fair value hierarchy for measurements of fair value as follows:

 

Level 1 – quotedmarket prices in active markets for identical assets or liabilities.

 

Level 2 – inputs other thanLevel 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities,quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observableor can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – unobservable inputsthat are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

As of March 31, 2015 and2014, the Company did not have Level 1, 2, or 3 financial assets or liabilities.

Fair Value of Financial Instruments

 

The Company’sfinancial instruments consist of cash and accounts payable. The carrying amount of cash and accounts payable approximates fairvalue because of the short-term nature of these items.

( us-gaap:FairValueOfFinancialInstrumentsPolicy )    
Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash and cash equivalentsincludes all cash deposits and highly liquid financial instruments with an original maturity to the Company of three months orless.

Cash and Cash Equivalents

 

The Company considersall highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

( us-gaap:CashAndCashEquivalentsPolicyTextBlock )    
Property and Equipment

Property and Equipment

 

Property and equipmentconsists of assets with useful lives longer than one year. Useful lives for assets have been determined to be 5 years for theCompany.

Property and Equipment

 

Property and equipmentare recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals arecapitalized and depreciated over their estimated useful lives. Depreciation is recorded over the estimated useful lives of therelated assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generallyaccelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories areas follows:

 

Furniture and Fixtures   5 - 7 Years
Computer Equipment   5 - 7 Years
Software   3 Years

 

The Company regularlyevaluates whether events or circumstances have occurred that indicate the carrying value of long-lived assets may not be recoverable.If factors indicate the asset may not be recoverable, we compare the related undiscounted future net cash flows to the carryingvalue of the asset to determine if impairment exists. If the expected future net cash flows are less than the carrying value,an impairment charge is recognized based on the fair value of the asset. For the years ended December 31, 2014 and 2013, therewas no impairment recognized.

( us-gaap:PropertyPlantAndEquipmentPolicyTextBlock )    
Revenue Recognition

Revenue Recognition

 

The Company has yet torealize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goodsor completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved byits customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of anyrelated receivable is probable.

 
( us-gaap:RevenueRecognitionPolicyTextBlock )    
Loss per Common Share

Loss per Common Share

 

The Company follows ASCTopic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by theweighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations aredetermined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding.During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. As the Companyhas no common stock equivalents and has incurred losses for the period ended March 31, 2015, no dilutive shares are added intothe loss per share calculations.

Loss Per Share

 

Basic loss percommon share (“EPS”) is calculated by dividing net loss by the weighted average number of common shares outstandingfor the period. Diluted EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding,plus the assumed exercise of all dilutive securities using the treasury stock or “as converted” method, as appropriate.During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive.

( us-gaap:EarningsPerSharePolicyTextBlock )    
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

From time to time, newaccounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by theCompany as of the specified date. If not discussed, management believes that the impact of recently issued standards, which arenot yet effective, will not have a material impact on the Company’s financial statements presentation.

Recent Pronouncements

 

Adoption of ASU 2014-10 DevelopmentStage Entities

 

In June 2014, theFASB issued Accounting Standards Update (“ASU”) ASU 2014-10 Development Stage Entities. The amendmentsin ASU 2014-10 remove the definition of a development stage entity from Topic 915 Development Stage Entities, thereby removingthe distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminatethe requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cashflows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclosea description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which theentity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarifythat the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principaloperations. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.

 

The Company adoptedthis standard effective June 30, 2014. The Company’s financial statements have been impacted by the adoption of this ASUmainly by the removal of inception-to-date information in the Company’s statements of operations, cash flows, and stockholders’equity.

 

From time to time,new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed,management believes that the impact of recently issued standards, which are not yet effective, will not have a material impacton the Company’s financial statements upon adoption.

( us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock )    
Principles of Consolidation  

Principles of Consolidation

 

The accompanyingconsolidated financial statements include the accounts of eWellness Healthcare Corporation and its wholly owned subsidiary eWellnessCorporation. All significant inter-company balances and transactions have been eliminated in consolidation.

( us-gaap:ConsolidationPolicyTextBlock )    
Financial Statement Reclassification  

Financial Statement Reclassification

 

Certain accountbalances from prior periods have been reclassified in these audited consolidated financial statements so as to conform to currentperiod classifications.

( us-gaap:PriorPeriodReclassificationAdjustmentDescription )    
Intangible Assets  

Intangible Assets

 

The Company accountsfor assets that are not physical in nature as intangible assets. Intangible assets have either an identifiable or indefinite usefullife. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life,whichever is shorter. Intangible assets with indefinite useful lives are reassessed each year for impairment. If an impairmenthas occurred, then a loss is recognized. An impairment loss is determined by subtracting the asset’s fair value from theasset’s book/carrying value.

( us-gaap:IntangibleAssetsFiniteLivedPolicy )    
Income Taxes  

Income Taxes

 

The Company accountsfor income taxes under FASB ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences betweenthe financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that willbe in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowancefor deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred taxassets will not be realized.

( us-gaap:IncomeTaxPolicyTextBlock )    
(End Disclosure - Summary of Significant Accounting Policies (Policies))
 
Disclosure - Summary of Significant Accounting Policies (Tables)
Disclosure - Summary of Significant Accounting Policies (Tables) (USD $) 12 Months Ended
( us-gaap:PropertyPlantAndEquipmentAbstract )  
  Dec. 31, 2014
   
   
   
Estimated Useful Lives for Significant Property and Equipment

The estimated usefullives for significant property and equipment categories are as follows:

 

Furniture and Fixtures   5 - 7 Years
Computer Equipment   5 - 7 Years
Software   3 Years

( us-gaap:PropertyPlantAndEquipmentTextBlock )  
(End Disclosure - Summary of Significant Accounting Policies (Tables))
 
Disclosure - Income Taxes (Tables)
Disclosure - Income Taxes (Tables) (USD $) 12 Months Ended
( us-gaap:IncomeTaxDisclosureAbstract )  
  Dec. 31, 2014
   
   
   
Schedule of Deferred Tax Liabilities

Net deferred taxliabilities consist of the following components as of December 31, 2014 and 2013:

 

    2014     2013  
             
Deferred tax assets:                
NOL Carryover   $ 314,000     $ 15,067  
Deferred Rent     2,300       -  
Accrued Payroll     115,200       -  
Contingent Liability     31,500       -  
Deferred tax liabilities                
Depreciation     (300 )     -  
Valuation allowance     (462,700 )     (15,067 )
Net deferred tax asset   $ -     $ -  

( us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock )  
Schedule of Pretax From Continuing Operations

The income tax provisiondiffers from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuingoperations for the years ended December 31, 2014 and 2013 due to the following:

 

    2014     2013  
             
Book Income   $ (468,900 )   $ (158,656 )
Depreciation     (300 )     -  
Contributed Services             143,820  
Non-Deductible Expenses     -       709  
Meals & Entertainment     2,500       -  
Stock for Expense Accounts     21,000       -  
Contributed Interest Expense     900       -  
Gain/Loss on settlement of debt through equity     (400 )     -  
Deferred Rent     -       -  
Accrued Payroll     115,200       -  
Related Party Interest     -       -  
Contingent Liability     31,500       -  
Valuation allowance     298,500       14,127  
    $ -     $ -  

( custom:ScheduleOfPretaxFromContinuingOperationsTableTextBlock [Extension] )  
(End Disclosure - Income Taxes (Tables))
 
Disclosure - Convertible Notes Payable (Tables)
Disclosure - Convertible Notes Payable (Tables) (USD $) 3 Months Ended 12 Months Ended
( us-gaap:DebtDisclosureAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
Schedule of Convertible Promissory Note

    The Company’s Condensed Consolidated Balance Sheets report the following related to the convertible promissory note:

 

    March 3l, 2015  
Principal amount   $ 213,337  
Unamortized debt discount     (26,178 )
Net carrying amount   $ 187,159  

    The Company’s Condensed Consolidated Balance Sheets report the following related to the convertible promissory note:

 

    December 31, 2014  
Principal amount   $ 213,337  
Unamortized debt discount     (34,904 )
Net carrying amount   $ 178,433  

( us-gaap:ScheduleOfDebtTableTextBlock )    
(End Disclosure - Convertible Notes Payable (Tables))
 
Disclosure - Preferred and Common Stock (Tables)
Disclosure - Preferred and Common Stock (Tables) (USD $) 3 Months Ended
( us-gaap:EquityAbstract )  
  Mar. 31, 2015
   
   
   
Summary of Warrant Activity

The following is a summaryof the status of all of the Company’s warrants as of March 31, 2015 and changes during the three months ended on that date:

 

            Weighted  
      Number of     Average  
      Warrants     Exercise Price  
               
Outstanding at January 1, 2015       -     $ -  
Granted       400,000     $ 0.35  
Exercised       -     $ -  
Cancelled       -     $ -  
Outstanding at March 31, 2015       400,000     $ 0.35  

( us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock )  
(End Disclosure - Preferred and Common Stock (Tables))
 
Disclosure - The Company (Details Narrative)
Disclosure - The Company (Details Narrative) (USD $) 0 Months Ended   0 Months Ended  
( us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract )        
  Apr. 11, 2014 Apr. 11, 2014 Apr. 30, 2014 Mar. 31, 2015
( us-gaap:TypeOfArrangementAxis )        
  Share Exchange Agreement [Member] Share Exchange Agreement [Member] Share Exchange Agreement [Member]  
( us-gaap:ArrangementsAndNonarrangementTransactionsMember )        
         
         
Unregistered common stock issued 9,200,000      
( custom:StockIssuedDuringPeriodSharesIssuanceOfUnregisteredStock [Extension] )        
Common stock, par value   0.001   0.001
( us-gaap:CommonStockParOrStatedValuePerShare )        
Number of common stock returned to company by the officer 5,000,000      
( us-gaap:StockRepurchasedAndRetiredDuringPeriodShares )        
Number of shares assigned to shareholders from the holdings of officer 2,500,000      
( custom:NumberOfSharesAssignedToShareholdersFormHoldingsOfOfficer [Extension] )        
Number of shares owned by the shareholders, total 11,700,000      
( custom:NumberOfSharesOwnedByShareholders [Extension] )        
Additional number of common shares assigned to other parties 2,100,000      
( custom:AdditionalNumberOfCommonSharesAssignedToOtherParties [Extension] )        
Percentage of issued and outstanding common stock own by shareholders of subsidiary     0.7697  
( custom:PercentageOfIssuedAndOutstandingCommonStockOwnByShareholdersOfSubsidiary [Extension] )        
Number of shares of common stock outstanding       15,200,000
( us-gaap:SharesOutstanding )        
(End Disclosure - The Company (Details Narrative))
 
Disclosure - Summary of Significant Accounting Policies (Details Narrative)
Disclosure - Summary of Significant Accounting Policies (Details Narrative) (USD $) 3 Months Ended   12 Months Ended
( us-gaap:AccountingPoliciesAbstract )      
  Mar. 31, 2015 Mar. 31, 2015 Dec. 31, 2014 Dec. 31, 2013
         
         
         
Revenues  
( us-gaap:Revenues )        
Accumulated loss   2,218,158    
( us-gaap:RetainedEarningsAccumulatedDeficit )        
Impairment charge recognized    
( us-gaap:ImpairmentOfLongLivedAssetsToBeDisposedOf )        
(End Disclosure - Summary of Significant Accounting Policies (Details Narrative))
 
Disclosure - Summary of Significant Accounting Policies - Estimated Useful Lives for Significant Property and Equipment (Details)
Disclosure - Summary of Significant Accounting Policies - Estimated Useful Lives for Significant Property and Equipment (Details) (USD $) 12 Months Ended
( us-gaap:AccountingPoliciesAbstract )  
  Dec. 31, 2014 Dec. 31, 2014 Dec. 31, 2014 Dec. 31, 2014 Dec. 31, 2014
( us-gaap:PropertyPlantAndEquipmentByTypeAxis )          
  Furniture and Fixtures [Member]
Minimum [Member]
Furniture and Fixtures [Member]
Maximum [Member]
Computer Equipment [Member]
Minimum [Member]
Computer Equipment [Member]
Maximum [Member]
Software [Member]
( us-gaap:PropertyPlantAndEquipmentTypeDomain )          
           
           
Estimated useful lives P5Y P7Y P5Y P7Y P3Y
( us-gaap:PropertyPlantAndEquipmentUsefulLife )          
(End Disclosure - Summary of Significant Accounting Policies - Estimated Useful Lives for Significant Property and Equipment (Details))
 
Disclosure - Going Concern (Details Narrative)
Disclosure - Going Concern (Details Narrative) (USD $) 12 Months Ended  
( custom:GoingConcernAbstract [Extension] )    
  Dec. 31, 2014 Dec. 31, 2014
     
     
     
Revenues  
( us-gaap:Revenues )    
Accumulated loss   1,901,279
( us-gaap:RetainedEarningsAccumulatedDeficit )    
(End Disclosure - Going Concern (Details Narrative))
 
Disclosure - Property and Equipment (Details Narrative)
Disclosure - Property and Equipment (Details Narrative) (USD $)     3 Months Ended   12 Months Ended
( us-gaap:PropertyPlantAndEquipmentAbstract )          
  Mar. 31, 2015 Dec. 31, 2014 Mar. 31, 2015 Mar. 31, 2015 Mar. 31, 2014 Dec. 31, 2013 Dec. 31, 2014 Dec. 31, 2013
( us-gaap:PropertyPlantAndEquipmentByTypeAxis )                
  Computer Equipment [Member] Computer Equipment [Member] Computer Equipment [Member]     Computer Equipment [Member]    
( us-gaap:PropertyPlantAndEquipmentTypeDomain )                
Property and equipment 8,420 4,214       4,214    
( us-gaap:PropertyPlantAndEquipmentNet )                
Accumulated depreciation 1,194 983       140    
( us-gaap:AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment )                
Depreciation expense       211 211   843 140
( us-gaap:Depreciation )                
Property and equipment useful life     P5Y          
( us-gaap:PropertyPlantAndEquipmentUsefulLife )                
(End Disclosure - Property and Equipment (Details Narrative))
 
Disclosure - Intangible Assets (Details Narrative)
Disclosure - Intangible Assets (Details Narrative) (USD $)       3 Months Ended
( us-gaap:GoodwillAndIntangibleAssetsDisclosureAbstract )        
  Mar. 31, 2015 Dec. 31, 2014 Dec. 31, 2013 Mar. 31, 2015 Mar. 31, 2014
( us-gaap:FiniteLivedIntangibleAssetsByMajorClassAxis )          
  Software License [Member] Software License [Member] Software License [Member]    
( us-gaap:FiniteLivedIntangibleAssetsMajorClassNameDomain )          
Intangible assets 24,770 24,770 0    
( us-gaap:IntangibleAssetsNetExcludingGoodwill )          
Accumulated amortization 2,693 1,954 0    
( us-gaap:FiniteLivedIntangibleAssetsAccumulatedAmortization )          
Amortization expense       739 239
( us-gaap:AdjustmentForAmortization )          
(End Disclosure - Intangible Assets (Details Narrative))
 
Disclosure - Income Taxes (Details Narrative)
Disclosure - Income Taxes (Details Narrative) (USD $)   12 Months Ended
( us-gaap:IncomeTaxDisclosureAbstract )    
  Dec. 31, 2014 Dec. 31, 2014
     
     
     
Operating loss carryforwards 897,000  
( us-gaap:OperatingLossCarryforwards )    
Operating loss carryforward loss, expiration dates   2015
through 2034
( custom:OperatingLossCarryforwardExpirationDates [Extension] )    
(End Disclosure - Income Taxes (Details Narrative))
 
Disclosure - Income Taxes - Schedule of Deferred Tax Liabilities (Details)
Disclosure - Income Taxes - Schedule of Deferred Tax Liabilities (Details) (USD $)    
( us-gaap:IncomeTaxDisclosureAbstract )    
  Dec. 31, 2014 Dec. 31, 2013
     
     
     
NOL carryover 314,000 15,067
( us-gaap:DeferredTaxAssetsOperatingLossCarryforwards )    
Deferred Rent 2,300
( us-gaap:DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsDeferredRent )    
Accrued Payroll 115,200
( us-gaap:DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsEmployeeCompensation )    
Contingent Liability 31,500
( us-gaap:DeferredTaxAssetsTaxDeferredExpenseOther )    
Depreciation (300)
( custom:DeferredIncomeTaxLiabilitiesDepreciation [Extension] )    
Valuation allowance (462,700) (15,067)
( us-gaap:DeferredTaxAssetsValuationAllowance )    
Net deferred tax asset
( us-gaap:DeferredTaxAssetsLiabilitiesNet )    
(End Disclosure - Income Taxes - Schedule of Deferred Tax Liabilities (Details))
 
Disclosure - Income Taxes - Schedule of Pretax From Continuing Operations (Details)
Disclosure - Income Taxes - Schedule of Pretax From Continuing Operations (Details) (USD $) 12 Months Ended
( us-gaap:IncomeTaxDisclosureAbstract )  
  Dec. 31, 2014 Dec. 31, 2013
     
     
     
Book Income (468,900) (158,656)
( custom:IncomeTaxReconciliationNondeductibleExpenseBookIncome [Extension] )    
Depreciation (300)
( us-gaap:IncomeTaxReconciliationNondeductibleExpenseDepreciation )    
Contributed Services   143,820
( us-gaap:IncomeTaxReconciliationNondeductibleExpenseCharitableContributions )    
Non-Deductible Expenses 709
( us-gaap:IncomeTaxReconciliationNondeductibleExpense )    
Meals & Entertainment 2,500
( us-gaap:IncomeTaxReconciliationNondeductibleExpenseMealsAndEntertainment )    
Stock for Expense Accounts 21,000
( us-gaap:IncomeTaxReconciliationNondeductibleExpenseOther )    
Contributed Interest Expense 900
( custom:IncomeTaxReconciliationNondeductibleExpenseContributedInterestExpense [Extension] )    
Gain/Loss on settlement of debt through equity (400)
( us-gaap:IncomeTaxReconciliationTaxSettlementsOther )    
Deferred Rent
( custom:IncomeTaxReconciliationDeferredRent [Extension] )    
Accrued Payroll 115,200
( us-gaap:IncomeTaxReconciliationNondeductibleExpenseShareBasedCompensationCost )    
Related Party Interest
( custom:IncomeTaxReconciliationNondeductibleExpenseRelatedPartyInterest [Extension] )    
Contingent Liability 31,500
( us-gaap:IncomeTaxReconciliationTaxContingencies )    
Valuation allowance 298,500 14,127
( us-gaap:IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance )    
Income tax expense benefit
( us-gaap:IncomeTaxExpenseBenefit )    
(End Disclosure - Income Taxes - Schedule of Pretax From Continuing Operations (Details))
 
Disclosure - Related Party Transactions (10Q) (Details Narrative)
Disclosure - Related Party Transactions (10Q) (Details Narrative) (USD $)       12 Months Ended 3 Months Ended    
( us-gaap:RelatedPartyTransactionsAbstract )              
  Mar. 31, 2015 Mar. 31, 2015 Dec. 31, 2014 Dec. 31, 2014 Mar. 31, 2015 Mar. 31, 2014 Mar. 31, 2015 Dec. 31, 2014
( us-gaap:RelatedPartyTransactionsByRelatedPartyAxis )                
  Chief Financial Officer [Member]     Chief Marketing Officer [Member]     Officer [Member] Officer [Member]
( us-gaap:RelatedPartyDomain )                
                 
                 
Amount paid by related parties 73,610              
( us-gaap:DueFromRelatedParties )                
Accounts Payable-Related Party   43,056 56,155          
( us-gaap:AccountsPayableRelatedPartiesNoncurrent )                
Imputed Interest - related party         1,078    
( us-gaap:InterestExpenseRelatedParty )                
Percentage of interest rate of related party     0.08          
( us-gaap:DebtInstrumentInterestRateStatedPercentage )                
License fee       20,000 10,000      
( us-gaap:LicenseCosts )                
Rent expense         500      
( us-gaap:PaymentsForRent )                
Accrued expenses - related party             25,076 30,181
( custom:AccruedLiabilitiesRelatedPartiesCurrent [Extension] )                
(End Disclosure - Related Party Transactions (10Q) (Details Narrative))
 
Disclosure - Related Party Transactions (10K) (Details Narrative)
Disclosure - Related Party Transactions (10K) (Details Narrative) (USD $)       12 Months Ended    
( us-gaap:RelatedPartyTransactionsAbstract )            
  Dec. 31, 2014 Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2014 Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2014 Dec. 31, 2013
( us-gaap:RelatedPartyTransactionsByRelatedPartyAxis )                
  Chief Financial Officer [Member]     Chief Marketing Officer [Member]     Officer [Member] Officer [Member]
( us-gaap:RelatedPartyDomain )                
                 
                 
Amount paid by related parties 67,710              
( us-gaap:DueFromRelatedParties )                
Accounts Payable-Related Party   56,155 0          
( us-gaap:AccountsPayableRelatedPartiesNoncurrent )                
Imputed Interest - related party         2,708    
( us-gaap:InterestExpenseRelatedParty )                
Percentage of interest rate of related party   0.08            
( us-gaap:DebtInstrumentInterestRateStatedPercentage )                
License fee       20,000 10,000      
( us-gaap:LicenseCosts )                
Rent expense         500      
( us-gaap:PaymentsForRent )                
Accrued expenses - related party             30,181 0
( custom:AccruedLiabilitiesRelatedPartiesCurrent [Extension] )                
Due from officers   7,054 0          
( us-gaap:DueFromOfficersOrStockholders )                
Reserch and development expenses         30 2,706    
( us-gaap:ResearchAndDevelopmentExpense )                
(End Disclosure - Related Party Transactions (10K) (Details Narrative))
 
Disclosure - Convertible Notes Payable (10Q) (Details Narrative)
Disclosure - Convertible Notes Payable (10Q) (Details Narrative) (USD $) 0 Months Ended     0 Months Ended     3 Months Ended
( us-gaap:DebtDisclosureAbstract )              
  Dec. 23, 2014 Dec. 23, 2014 Dec. 31, 2014 Dec. 23, 2014 Dec. 23, 2014 Dec. 31, 2014 Mar. 31, 2015
( us-gaap:StatementEquityComponentsAxis )              
        Warrant [Member] Warrant [Member] Warrant [Member]  
( us-gaap:EquityComponentDomain )              
               
               
Issuance of convertible promissory notes   213,337 213,337        
( us-gaap:DebtInstrumentFaceAmount )              
Interest rate   0.12 0.08        
( us-gaap:DebtInstrumentInterestRateStatedPercentage )              
Principal amount due date 2015-12-31            
( us-gaap:DebtInstrumentMaturityDate )              
Accrued interest   6,969          
( us-gaap:InterestPayableCurrentAndNoncurrent )              
Redemption right Redemption right: Any time the closing price of the Company's common stock has been at or above $1.50 for 20 consecutive trading days, the Company has the right to redeem all or any part of the principal and accrued interest of the Notes, following written notice to the holders of the Notes.            
( us-gaap:DebtInstrumentRedemptionDescription )              
Common stock conversion price per share   0.35          
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )              
Purchase of additional shares of common stock       609,534      
( custom:PurchaseOfAdditionalSharesOfCommonStock [Extension] )              
Purchase of common stock purchase price per share         0.35    
( us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 )              
Debt instrument accrued interest rate   1.50       0.12  
( us-gaap:DebtInstrumentInterestRateEffectivePercentage )              
Percentage of expected borrowing rate     0.18        
( custom:PercentageOfExpectedBorrowingRate [Extension] )              
Converted debt            
( us-gaap:DebtConversionConvertedInstrumentAmount1 )              
Purchase of warrants exercised            
( custom:PurchaseOfWarrantsExercised [Extension] )              
(End Disclosure - Convertible Notes Payable (10Q) (Details Narrative))
 
Disclosure - Convertible Notes (10K) (Details Narrative)
Disclosure - Convertible Notes (10K) (Details Narrative) (USD $) 0 Months Ended     0 Months Ended     12 Months Ended
( us-gaap:DebtDisclosureAbstract )              
  Dec. 23, 2014 Dec. 23, 2014 Dec. 31, 2014 Dec. 23, 2014 Dec. 23, 2014 Dec. 31, 2014 Dec. 31, 2014
( us-gaap:StatementEquityComponentsAxis )              
        Warrant [Member] Warrant [Member] Warrant [Member]  
( us-gaap:EquityComponentDomain )              
Issuance of convertible promissory notes   213,337 213,337        
( us-gaap:DebtInstrumentFaceAmount )              
Interest rate   0.12 0.08        
( us-gaap:DebtInstrumentInterestRateStatedPercentage )              
Principal amount due date 2015-12-31            
( us-gaap:DebtInstrumentMaturityDate )              
Redemption right Redemption right: Any time the closing price of the Company's common stock has been at or above $1.50 for 20 consecutive trading days, the Company has the right to redeem all or any part of the principal and accrued interest of the Notes, following written notice to the holders of the Notes.            
( us-gaap:DebtInstrumentRedemptionDescription )              
Common stock conversion price per share   0.35          
( us-gaap:DebtInstrumentConvertibleConversionPrice1 )              
Warrants granted right thourgh       2015-12-31      
( us-gaap:ClassOfWarrantOrRighstDateFromWhichWarrantsOrRightsExercisable )              
Purchase of additional shares of common stock       609,534      
( custom:PurchaseOfAdditionalSharesOfCommonStock [Extension] )              
Purchase of common stock purchase price per share         0.35    
( us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 )              
Debt instrument accrued interest rate   1.50       0.12  
( us-gaap:DebtInstrumentInterestRateEffectivePercentage )              
Percentage of expected borrowing rate     0.18        
( custom:PercentageOfExpectedBorrowingRate [Extension] )              
Debt discount             34,904
( us-gaap:AmortizationOfDebtDiscountPremium )              
(End Disclosure - Convertible Notes (10K) (Details Narrative))
 
Disclosure - Convertible Notes Payable - Schedule of Convertible Promissory Note (Details)
Disclosure - Convertible Notes Payable - Schedule of Convertible Promissory Note (Details) (USD $)    
( us-gaap:DebtDisclosureAbstract )    
  Mar. 31, 2015 Dec. 31, 2014
     
     
     
Principal amount 213,337 213,337
( us-gaap:DebtInstrumentFaceAmount )    
Unamortized debt discount (26,178) (34,904)
( us-gaap:DebtInstrumentUnamortizedDiscount )    
Net carrying amount 187,159 178,433
( us-gaap:ConvertibleDebtNoncurrent )    
(End Disclosure - Convertible Notes Payable - Schedule of Convertible Promissory Note (Details))
 
Disclosure - Preferred and Common Stock (Details Narrative)
Disclosure - Preferred and Common Stock (Details Narrative) (USD $)   0 Months Ended 3 Months Ended    
( us-gaap:EquityAbstract )          
  Mar. 31, 2015 Jan. 24, 2015 Feb. 23, 2015 Mar. 31, 2015 Mar. 31, 2015 Mar. 31, 2015 Dec. 31, 2014
( us-gaap:StatementEquityComponentsAxis )              
          Warrant [Member] Warrant [Member]  
( us-gaap:EquityComponentDomain )              
               
               
Preferred stock, shares authorized 10,000,000           10,000,000
( us-gaap:PreferredStockSharesAuthorized )              
Preferred stock, par value 0.001           0.001
( us-gaap:PreferredStockParOrStatedValuePerShare )              
Common stock, shares authorized 100,000,000           100,000,000
( us-gaap:CommonStockSharesAuthorized )              
Common stock, par value 0.001           0.001
( us-gaap:CommonStockParOrStatedValuePerShare )              
Shares issued during period for consulting services   40,000 6,000 (9,389)      
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices )              
Shares issued during period for consulting services, shares   400,000 60,000        
( us-gaap:StockIssuedDuringPeriodSharesIssuedForServices )              
Common stock, shares issued 16,881,000           16,421,000
( us-gaap:CommonStockSharesIssued )              
Common stock, shares outstanding 16,881,000           16,421,000
( us-gaap:CommonStockSharesOutstanding )              
Convertible secured notes 1,200,000            
( us-gaap:SecuredDemandNotes )              
Second part of the original offering 146,100            
( custom:SecondPartOfOriginalOffering [Extension] )              
Authorized issuance warrants were issued         400,000    
( custom:AuthorizedIssuanceWarrantsWereIssued [Extension] )              
Fair value of warrants         32,187    
( custom:FairValueOfWarrants [Extension] )              
Consulting expense         7,153    
( custom:ConsultingExpenses [Extension] )              
Prepaid expense 17,874         25,034  
( us-gaap:PrepaidExpenseCurrentAndNoncurrent )              
(End Disclosure - Preferred and Common Stock (Details Narrative))
 
Disclosure - Preferred and Common Stock - Summary of Warrant Activity (Details)
Disclosure - Preferred and Common Stock - Summary of Warrant Activity (Details) (Warrant [Member], USD $) 3 Months Ended
( us-gaap:EquityAbstract )  
  Mar. 31, 2015
( us-gaap:StatementEquityComponentsAxis )  
   
( us-gaap:EquityComponentDomain )  
Number of Warrants Outstanding, Beginning Balance
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber )  
Number of Warrants Granted 400,000
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted )  
Number of Warrants Exercised
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised )  
Number of Warrants Cancelled
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresAndExpirations )  
Number of Warrants outstanding, Ending Balance 400,000
( us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber )  
   
   
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionOutstandingWeightedAverageNumberOfShare [Extension] )  
Weighted Average Exercise Price, Warrants Granted 0.35
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionGrandInPeriodWeightedAverageExercisePrice [Extension] )  
Weighted Average Exercise Price, Warrants Exercised
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionExercisedInPeriodWeightedAverageExercisePrice [Extension] )  
Weighted Average Exercise Price, Warrants Cancelled
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionForfeitedOrExpiredInPeriodWeightedAverageExercisePrice [Extension] )  
Weighted Average Exercise Price, Warrants outstanding, Ending Balance 0.35
( custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionOutstandingWeightedAverageNumberOfShare [Extension] )  
(End Disclosure - Preferred and Common Stock - Summary of Warrant Activity (Details))
 
Disclosure - Commitments, Contingencies (10Q) (Details Narrative)
Disclosure - Commitments, Contingencies (10Q) (Details Narrative) (USD $)       3 Months Ended   3 Months Ended 0 Months Ended 1 Month Ended 0 Months Ended  
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract )                    
  Mar. 31, 2015 Mar. 31, 2015 Mar. 31, 2015 Mar. 31, 2015 Jun. 23, 2014 Mar. 31, 2015 Jun. 23, 2014 Apr. 30, 2015 Jan. 24, 2015 Jan. 24, 2015
( us-gaap:RelatedPartyTransactionsByRelatedPartyAxis )                    
  Escrow Trust [Member]   MHI Patients [Member] Bistromatics Corp., [Member] Bistromatics Corp., [Member]   Bistromatics Corp., [Member]      
( us-gaap:RelatedPartyDomain )                    
Percentage of subscription proceeds 0.10                  
( custom:PercentageOfSubscriptionProceeds [Extension] )                    
Trust account balance 90,000                  
( us-gaap:Cash )                    
Percentage of returned funds   0.90           0.90    
( custom:PercentageOfReturnedFunds [Extension] )                    
Percentage of funds proceed   0.10           0.10    
( custom:PercentageOfFundsProceed [Extension] )                    
Percentage of required funds   0.90           0.90    
( custom:PercentageOfRequiredFunds [Extension] )                    
Escrowed funds   100,000           100,000    
( us-gaap:EscrowDeposit )                    
Proceeds from escrowed funds           10,000        
( custom:ProceedsFromEscrowedFunds [Extension] )                    
Return of escrowed funds           90,000        
( custom:ReturnOfEscrowedFunds [Extension] )                    
Contingent liability   90,000           90,000    
( us-gaap:ProductLiabilityContingencyAccrualPresentValue )                    
Percentage of billing fee     0.20              
( custom:PercentageOfBillingFee [Extension] )                    
Reimbursement revenue                    
( us-gaap:ReimbursementRevenue )                    
Issues of shares                    
( custom:IssuesOfShares [Extension] )                    
License fee       20,000   10,000        
( us-gaap:LicenseCosts )                    
Extended license fee       10,000            
( custom:ExtendedLicenseFee [Extension] )                    
Balance due         5,000          
( custom:BalanceDueOfRelatedParties [Extension] )                    
Due date       2014-09-15     2014-08-01      
( us-gaap:DebtInstrumentMaturityDate )                    
Rent expense           500        
( us-gaap:PaymentsForRent )                    
Prepaid expense   17,874           17,874    
( us-gaap:PrepaidExpenseCurrentAndNoncurrent )                    
Negotiated a settlement for cancellation agreement               5,500    
( custom:NegotiatedSettlementForCancellationAgreement [Extension] )                    
Gain on extinguishment of debt           11,323        
( us-gaap:GainsLossesOnExtinguishmentOfDebt )                    
Received promissory notes                 20,000  
( us-gaap:ProceedsFromNotesPayable )                    
Interest rate                   0.12
( us-gaap:DebtInstrumentInterestRateEffectivePercentage )                    
Accured interest   447                
( us-gaap:InterestPayableCurrentAndNoncurrent )                    
Restricted common stock shares                    
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures )                    
Common stock purchase of warrants                    
( custom:StockIssuedDuringPeriodSharesPurchaseOfWarrants [Extension] )                    
Warrant price per share                    
( us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 )                    
Consulting fee           20,000        
( custom:ConsultingFees [Extension] )                    
Shares issued for services           (9,389)     40,000  
( us-gaap:StockIssuedDuringPeriodValueIssuedForServices )                    
Shares have not issued                    
( us-gaap:CommonStockSharesSubscribedButUnissued )                    
Compensation paid                    
( us-gaap:DeferredCompensationArrangementWithIndividualDistributionsPaid )                    
 
Table continued from above
 
Disclosure - Commitments, Contingencies (10Q) (Details Narrative) (USD $) 0 Months Ended   0 Months Ended   0 Months Ended     0 Months Ended   0 Months Ended
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract )                    
  Jan. 24, 2015 Jan. 24, 2015 Jan. 24, 2015 Jan. 24, 2015 Jan. 24, 2015 Jan. 24, 2015 Feb. 14, 2015 Feb. 23, 2015 Feb. 23, 2015 Feb. 23, 2015
( us-gaap:RelatedPartyTransactionsByRelatedPartyAxis )                    
  Consulting Services Agreement [Member]
April 20, 2015 To October 20, 2015 [Member]
Consulting Services Agreement [Member]
April 20, 2015 To October 20, 2015 [Member]
Consulting Services Agreement [Member]
Common Shares [Member]
Consulting Services Agreement [Member]
Common Shares [Member]
Consulting Services Agreement [Member]
Warrant [Member]
Consulting Services Agreement [Member]
Warrant [Member]
BMT Inc., [Member]     Consulting Services Agreement [Member]
( us-gaap:RelatedPartyDomain )                    
Percentage of subscription proceeds                    
( custom:PercentageOfSubscriptionProceeds [Extension] )                    
Trust account balance                    
( us-gaap:Cash )                    
Percentage of returned funds                    
( custom:PercentageOfReturnedFunds [Extension] )                    
Percentage of funds proceed                    
( custom:PercentageOfFundsProceed [Extension] )                    
Percentage of required funds                    
( custom:PercentageOfRequiredFunds [Extension] )                    
Escrowed funds                    
( us-gaap:EscrowDeposit )                    
Proceeds from escrowed funds                    
( custom:ProceedsFromEscrowedFunds [Extension] )                    
Return of escrowed funds                    
( custom:ReturnOfEscrowedFunds [Extension] )                    
Contingent liability                    
( us-gaap:ProductLiabilityContingencyAccrualPresentValue )                    
Percentage of billing fee                    
( custom:PercentageOfBillingFee [Extension] )                    
Reimbursement revenue                    
( us-gaap:ReimbursementRevenue )                    
Issues of shares                    
( custom:IssuesOfShares [Extension] )                    
License fee                    
( us-gaap:LicenseCosts )                    
Extended license fee                    
( custom:ExtendedLicenseFee [Extension] )                    
Balance due                    
( custom:BalanceDueOfRelatedParties [Extension] )                    
Due date                    
( us-gaap:DebtInstrumentMaturityDate )                    
Rent expense                    
( us-gaap:PaymentsForRent )                    
Prepaid expense       31,111   25,034        
( us-gaap:PrepaidExpenseCurrentAndNoncurrent )                    
Negotiated a settlement for cancellation agreement                    
( custom:NegotiatedSettlementForCancellationAgreement [Extension] )                    
Gain on extinguishment of debt                    
( us-gaap:GainsLossesOnExtinguishmentOfDebt )                    
Received promissory notes                    
( us-gaap:ProceedsFromNotesPayable )                    
Interest rate                    
( us-gaap:DebtInstrumentInterestRateEffectivePercentage )                    
Accured interest                    
( us-gaap:InterestPayableCurrentAndNoncurrent )                    
Restricted common stock shares 400,000             60,000    
( us-gaap:StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures )                    
Common stock purchase of warrants 400,000                  
( custom:StockIssuedDuringPeriodSharesPurchaseOfWarrants [Extension] )                    
Warrant price per share   0.35                
( us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 )                    
Consulting fee 10,000   8,889   7,153         500
( custom:ConsultingFees [Extension] )                    
Shares issued for services