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Document and Entity Information

v2.4.0.8
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Apr. 07, 2015
Jun. 30, 2014
Document And Entity Information      
Entity Registrant Name eWELLNESS HEALTHCARE Corp    
Entity Central Index Key 0001550020    
Document Type 10-K    
Document Period End Date Dec. 31, 2014    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Entity Well-Known Seasoned Issuer No    
Entity Voluntary Filer No    
Entity Current Reporting Status Yes    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 0
Entity Common Stock, Shares Outstanding   16,421,000  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2014    

Consolidated Balance Sheets

v2.4.0.8
Consolidated Balance Sheets (USD $)
Dec. 31, 2014
Dec. 31, 2013
CURRENT ASSETS    
Cash $ 900   
Advances - related party 7,054   
Prepaid Expenses 26,274 4,770
Total current assets 34,228 4,770
Property & equipment, net 3,231 4,074
Intangible assets, net 22,816   
TOTAL ASSETS 60,275 8,844
CURRENT LIABILITIES    
Accounts payable and accrued expenses 174,044   
Accounts payable and accrued expenses - related party 56,155   
Accrued expenses - related party 30,181   
Accrued compensation 329,000   
Contingent liability 90,000   
Total current liabilities 679,380   
Convertible debt, net of discount 178,433   
Total Liabilities 857,813   
STOCKHOLDERS' EQUITY (DEFICIT)    
Preferred stock, authorized, 10,000,000 shares, $.001 value, 0 shares issued and outstanding      
Common stock, authorized 100,000,000 shares, $.001 par value, 16,421,000 and 9,200,000 issued and outstanding, respectively 16,421 9,200
Shares to be issued      
Additional Paid in Capital 1,087,320 561,338
Accumulated deficit (1,901,279) (561,694)
Total Stockholder's Equity (Deficit) (797,538) 8,844
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 60,275 $ 8,844

Consolidated Balance Sheets (Parenthetical)

v2.4.0.8
Consolidated Balance Sheets (Parenthetical) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]    
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, shares authorized 100,000,000 100,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 16,421,000 9,200,000
Common stock, shares outstanding 16,421,000 9,200,000

Consolidated Statements of Operations

v2.4.0.8
Consolidated Statements of Operations (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Statement [Abstract]    
TOTAL REVENUE      
OPERATING EXPENSES    
Executive compensation 744,000 423,000
General and administrative 231,124 40,930
Professional fees 259,856   
Contingent liability expense 90,000   
Research and development - related party 30 2,706
Total Operating Expenses 1,325,010 466,636
Loss from Operations (1,325,010) (466,636)
OTHER INCOME (EXPENSE)    
Gain on extinguishment of debt 1,200   
Interest income 7   
Interest expense, related parties (2,708)   
Interest expense (13,074)   
Loss before Income Taxes (1,339,585) (466,636)
Income tax expense      
Net Loss $ (1,339,585) $ (466,636)
Basic and diluted (loss) per share $ (0.10) $ (0.05)
Basic and diluted weighted average shares outstanding 13,698,896 9,200,000

Consolidated Statement of Stockholders' Equity (Deficit)

v2.4.0.8
Consolidated Statement of Stockholders' Equity (Deficit) (USD $)
Preferred Shares [Member]
Common Shares [Member]
Additional Paid In Capital [Member]
Accumulated Deficit [Member]
Total
Balance at Dec. 31, 2012       $ 95,058 $ (95,058)   
Balance, shares at Dec. 31, 2012            
Common stock issued at incorporation   9,200 (200)   9,000
Common stock issued at incorporation, shares   9,200,000      
Contributed services     414,000   414,000
Expenses paid and assets contributed by shareholders     52,480   52,480
Net loss       (466,636) (466,636)
Balance at Dec. 31, 2013    9,200 561,338 (561,694) 8,844
Balance, shares at Dec. 31, 2013    9,200,000      
Imputed Interest     2,708   2,708
Contributed services     390,000   390,000
Recapitalization at merger   6,000 (22,509)   (16,509)
Recapitalization at merger, shares   6,000,000      
Shares issued for services @ $.10/share   1,221 120,879   122,100
Shares issued for services @ $.10/share, shares   1,221,000      
Convertible debt discount     34,904   34,904
Net loss       (1,339,585) (1,339,585)
Balance at Dec. 31, 2014    $ 16,421 $ 1,087,320 $ (1,901,279) $ (797,538)
Balance, shares at Dec. 31, 2014    16,421,000      

Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical)

v2.4.0.8
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) (USD $)
12 Months Ended
Dec. 31, 2014
Statement of Stockholders' Equity [Abstract]  
Shares issued for services price per share $ 0.10

Consolidated Statements of Cash Flows

v2.4.0.8
Consolidated Statements of Cash Flows (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Cash flows from operating activities    
Net loss $ (1,339,585) $ (466,636)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 2,797 140
Contributed services 390,000 423,000
Expenses paid by shareholders    43,496
Shares issued for services 122,100   
Convertible debt discount 34,904   
Imputed interest - related party 2,708   
Changes in operating assets and liabilities    
Advances - related parties (7,054)   
Prepaid expense (26,274)   
Accounts payable and accrued expenses 67,535   
Accounts payable - related party 56,155   
Accrued expenses - related party 30,181   
Contingent liability 90,000   
Accrued compensation 329,000   
Net cash used in operating activities (247,533)   
Cash flows from investing activities    
Intangible asset purchase (20,000)   
Cash acquired in merger 90,000   
Net cash provided by investing activities 70,000   
Cash flows from financing activities    
Convertible loan payable proceeds 178,433   
Net cash provided by financing activities 178,433   
Net increase (decrease) in cash 900   
Cash, beginning of period      
Cash, end of period 900   
Cash paid for:    
Taxes      
Interest Expense      
Non-cash Investing and Financing Activities    
Assets contributed by shareholders    8,844
Prepaid expense transferred to intangible assets $ 4,770   

The Company

v2.4.0.8
The Company
12 Months Ended
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
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 the State of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers 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 incorporated in Nevada in May 2013. Following a share exchange detailed below we completed in April 2014, pursuant to which eWellness Corporation, a Nevada corporation became our wholly owned subsidiary, we abandoned our prior business plan and we are now pursuing eWellness Corporation’s historical businesses and proposed businesses. Our historical business and operations will continue independently. eWellness is an early-stage Los Angeles based corporation that seeks to provide a unique telemedicine platform that offers Distance Monitored Physical Therapy (DMpt) Programs utilizing its proprietary WWW.PHZIO.COM telemedicine platform initially 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 combination of in-office and telemedicine visits. Amid ongoing challenges and changes within the healthcare industry, telemedicine is emerging as 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”), the Board of Directors of Dignyte approved the Agreement and the transactions contemplated thereby. Similarly, the Board of Directors of 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 “eWellness Healthcare Corporation.”

 

Pursuant to the Agreement, eWellness Healthcare Corporation issued 9,200,000 shares of unregistered common stock, $.001 par value (the “common stock”) 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 for cancellation; (ii) assign from his holdings, an additional 2,500,000 shares to the shareholders of the Private Co. resulting in a total of 11,700,000 shares owned by those shareholders; and, (iii) to a further assignment of an additional 2,100,000 shares to other parties as stated therein (collectively, the “CEO Stock Actions”).

 

As the parties satisfied all of the closing conditions, on April 30, 2014, we closed the Share Exchange. As a result, the Private Co. shareholders own approximately 76.97% 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 reporting purposes, the Share Exchange represents a “reverse merger” rather than a business combination and eWellness is deemed to be the accounting acquirer in the transaction. The Share Exchange is being accounted for as a reverse-merger and recapitalization. eWellness is the acquirer for financial reporting purposes and the Company (eWellness Healthcare Corporation, formerly known as Dignyte, Inc.) is the acquired company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the Share Exchange will be those of eWellness and will be recorded at the historical cost basis of eWellness, and the consolidated financial statements after completion of the Share Exchange will include the assets and liabilities of the Company and eWellness, and the historical operations of eWellness and operations of the Combined Company from the closing date of the Share Exchange.

Summary of Significant Accounting Policies

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Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

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

 

Principles of Consolidation

 

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

 

Financial Statement Reclassification

 

Certain account balances from prior periods have been reclassified in these audited consolidated financial statements so as to conform to current period classifications.

 

Loss Per Share

 

Basic loss per common share (“EPS”) is calculated by dividing net loss by the weighted average number of common shares outstanding for 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.

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

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

 

Property and Equipment

 

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

 

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

 

The Company regularly evaluates 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 carrying value 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, there was no impairment recognized.

 

Intangible Assets

 

The Company accounts for assets that are not physical in nature as intangible assets. Intangible assets have either an identifiable or indefinite useful life. 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 impairment has occurred, then a loss is recognized. An impairment loss is determined by subtracting the asset’s fair value from the asset’s book/carrying value.

 

Income Taxes

 

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

 

Recent Pronouncements

 

Adoption of ASU 2014-10 Development Stage Entities

 

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

 

The Company adopted this standard effective June 30, 2014. The Company’s financial statements have been impacted by the adoption of this ASU mainly 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 impact on the Company’s financial statements upon adoption.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and accounts payable. The carrying amount of cash and accounts payable approximates fair value because of the short-term nature of these items.

Going Concern

v2.4.0.8
Going Concern
12 Months Ended
Dec. 31, 2014
Going Concern  
Going Concern

Note 3. Going Concern

 

For the year ended December 31, 2014, the Company has no revenues and no operations and had not emerged from the development stage. The Company has an accumulated loss of $1,901,279. 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 continue operations is dependent upon the Company’s ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations, of which there can be no guarantee. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Property and Equipment

v2.4.0.8
Property and Equipment
12 Months Ended
Dec. 31, 2014
Property, Plant and Equipment [Abstract]  
Property and Equipment

Note 4. Property and Equipment

 

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

Intangible Assets

v2.4.0.8
Intangible Assets
12 Months Ended
Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

Note 5. Intangible Assets

 

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

Income Taxes

v2.4.0.8
Income Taxes
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Income Taxes

Note 6. Income Taxes

 

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

 

Net deferred tax liabilities 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 provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations 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 income from the year 2015 through 2034. No tax benefit has been reported in the December 31, 2014 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

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

 

The Company’s policy 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 interest or penalties accrued as of December 31, 2014 and 2013 related to unrecognized benefits.

 

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

Related Party Transactions

v2.4.0.8
Related Party Transactions
12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
Related Party Transactions

Note 7. Related Party Transactions

 

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

 

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

 

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

 

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

 

The Company periodically incurs 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.

Convertible Notes

v2.4.0.8
Convertible Notes
12 Months Ended
Dec. 31, 2014
Debt Disclosure [Abstract]  
Convertible Notes

Note 8. Convertible Notes

 

On December 23, 2014 the Company issued $213,337 convertible promissory notes (the “Notes”) and warrants to purchase shares of common stock 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 valued the 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 its discounted value using an expected borrowing rate of 18%.

 

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

 

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

Preferred and Common Stock

v2.4.0.8
Preferred and Common Stock
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Preferred and Common Stock

Note 9. Preferred and Common Stock

 

Preferred Stock

 

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

 

Common Stock

 

The total number of 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 ended December 31, 2014, the Company has 16,421,000 shares of $0.001 par value common stock issued and outstanding.

 

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

 

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

Commitments, Contingencies

v2.4.0.8
Commitments, Contingencies
12 Months Ended
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Commitments, Contingencies

Note 10. Commitments, Contingencies

 

The Company may be subject to lawsuits, administrative proceedings, regulatory reviews or investigations associated with its business and other matters arising in 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 Initial Exchange 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, 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 Registration Statement 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 the date of the closing of the Share Exchange was $90,000 (the “Trust Account Balance”).

 

Rule 419 required that 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 discussions with management of both parties, they entered into an Amended and Restated Share Exchange Agreement (the “Share Exchange Agreement”) to reflect a revised business combination structure, pursuant to which we would: (i) file a registration statement on Form 8-A (“Form 8A”) to register our common stock pursuant to Section 12(g) of the Exchange Act, which we did on May 1, 2014 and (ii) seek to convert the participants of the Rule 419 Offering into participants of a similarly termed private offering (the “Converted Offering”), to be conducted pursuant to Regulation D, as promulgated under the Securities Act.

 

Fifty-two persons participated in the Rule 419 Offering and each of them gave the Company his/her/its consent to use his/her/its escrowed funds to purchase shares of the Company’s restricted common stock in the Converted Offering (the “Consent”) rather than have their funds returned. To avoid further administrative work for the investors, we believe that we took reasonable steps to inform 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 return of the funds and therefore met the requirements of Rule 419.

 

However, pursuant to Rule 419(e)(2)(iv), “funds held in the escrow or trust account shall be returned by first class mail or equally prompt means to the purchaser within five business days [if the related acquisition transaction 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 direct their escrowed funds to the Company to instead purchase shares in the Converted Offering. The consent document was given to the investors along with a private placement memorandum describing the Converted Offering and stated 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 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 comments pertain to the Company’s potential violation of Rule 419. The Company continued to provide the SEC with information and analysis as to why it believes it did not violate Rule 419, but was unable to satisfy the SEC’s concerns. Comments and communications indicate that Rule 419 requires a physical return of funds if a 419 offering cannot be completed because a business combination was not consummated within the required time frame; constructive return is not permitted.

 

As a 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 result of our failure to comply with Rule 419, the SEC may bring an enforcement action or commence litigation against us for failure to strictly comply with Rule 419. If any claims or actions were to be brought against us relating to our lack of compliance with Rule 419, we could be subject to penalties (including criminal penalties), required to pay fines, make damages payments or settlement payments. In addition, any claims or actions could force us to expend significant financial resources to defend ourselves, could divert the attention of our management from our core business and could harm our reputation.

 

Ultimately, the SEC determined to terminate its review of the Initial Form 8-K and related amendments, rather than provide us with additional opportunities to address their concerns and therefore, we did not clear their comments. It is not possible at this time to predict whether or when the 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, results of operations, or cash flows. Litigation and enforcement actions are inherently unpredictable, the outcome of any potential lawsuit or action is subject to significant uncertainties and, therefore, determining at this time the likelihood of a loss, any SEC enforcement action and/or the measurement of the amount of any loss is complex. Consequently, we are unable to estimate the range 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 unanticipated events and circumstances may occur that might cause us to change that estimate and assumption. In light of the uncertainty of this issue and while Management evaluates the best and most appropriate way to resolve same, management determined 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”) with Millennium 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 best efforts to promote and use the DMpt program; MHI also agreed to assist in managing the insurance reimbursement to eWellness for PT evaluations, re-evaluations and physical tests that eWellness staff perform at selected MHI facilities; however, we will be responsible for seeking reimbursement opportunities from insurance providers who do not currently reimburse for our telemedicine services. MHI, through its wholly owned operating subsidiaries, provide primary care physician practices, physician groups and healthcare 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 are approximately 400 individual physicians in these various practices. Approximately 20 percent of those patient visits are reoccurring visits.

 

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

 

Each party has the right to terminate the agreement upon breach of the Agreement or dissolution of either party. We may also terminate the Agreement if MHI is, for a period of 60 continuous days, restrained or prevented from transacting a substantial part of their business by reason of a judgment order or regulation of any court or authority; MHI may terminate the Agreement at any time with 30 days written notice. The parties may also terminate the Agreement if either becomes the subject to any bankruptcy or similar proceeding. The Agreement 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 management platform 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 addendum extending the due date of the $20,000 license fee to December 31, 2014 and another addendum extending it to July 1, 2015. Intellectual property developed as a result of this license, will be our property; but Bistromatics will retain the intellectual property for the original code base. We may resell or license the resulting telemedicine platform for an extended license fee of $10,000 for each 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 owned by our CEO, Mr. Fogt. Evolution has agreed to cancel and contribute the annual rent for the year ended December 31, 2013 towards founding 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 Balance Sheet.

Subsequent Events

v2.4.0.8
Subsequent Events
12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events

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, 2015 the Company extended a previous consulting and service agreement with a consultant from April 21, 2015 to October 20, 2015 for which the Company shall issue 400,000 shares of restricted common stock and 400,000 callable common stock purchase warrants at a 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 business development advisory. 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, the Company entered into a one-year agreement with a consultant in connection with certain corporate finance, investor relations and related business matters in exchange for 60,000 shares of restricted common stock. As of the date of this report, the 60,000 shares 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 utilized by 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 or before July 1, 2015.

Summary of Significant Accounting Policies (Policies)

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Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2014
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

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

Principles of Consolidation

Principles of Consolidation

 

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

Financial Statement Reclassification

Financial Statement Reclassification

 

Certain account balances from prior periods have been reclassified in these audited consolidated financial statements so as to conform to current period classifications.

Loss Per Share

Loss Per Share

 

Basic loss per common share (“EPS”) is calculated by dividing net loss by the weighted average number of common shares outstanding for 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.

Use of Estimates

Use of Estimates

 

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

Cash and Cash Equivalents

Cash and Cash Equivalents

 

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

Property and Equipment

Property and Equipment

 

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

 

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

 

The Company regularly evaluates 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 carrying value 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, there was no impairment recognized.

Intangible Assets

Intangible Assets

 

The Company accounts for assets that are not physical in nature as intangible assets. Intangible assets have either an identifiable or indefinite useful life. 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 impairment has occurred, then a loss is recognized. An impairment loss is determined by subtracting the asset’s fair value from the asset’s book/carrying value.

Income Taxes

Income Taxes

 

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

Recent Pronouncements

Recent Pronouncements

 

Adoption of ASU 2014-10 Development Stage Entities

 

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

 

The Company adopted this standard effective June 30, 2014. The Company’s financial statements have been impacted by the adoption of this ASU mainly 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 impact on the Company’s financial statements upon adoption.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and accounts payable. The carrying amount of cash and accounts payable approximates fair value because of the short-term nature of these items.

Summary of Significant Accounting Policies (Tables)

v2.4.0.8
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2014
Property, Plant and Equipment [Abstract]  
Estimated Useful Lives for Significant Property and Equipment

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

 

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

Income Taxes (Tables)

v2.4.0.8
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Schedule of Deferred Tax Liabilities

Net deferred tax liabilities 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   $ -     $ -  

Schedule of Pretax From Continuing Operations

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations 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  
    $ -     $ -  

Convertible Notes (Tables)

v2.4.0.8
Convertible Notes (Tables)
12 Months Ended
Dec. 31, 2014
Debt Disclosure [Abstract]  
Schedule of Convertible Promissory Note

  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 (Details Narrative)

v2.4.0.8
The Company (Details Narrative) (USD $)
0 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Apr. 30, 2014
Share Exchange Agreement [Member]
Apr. 11, 2014
Share Exchange Agreement [Member]
Unregistered common stock issued       9,200,000
Common stock, par value $ 0.001 $ 0.001   $ 0.001
Number of common stock returned to company by the officer       5,000,000
Number of shares assigned to shareholders from the holdings of officer       2,500,000
Number of shares owned by the shareholders, total       11,700,000
Additional number of common shares assigned to other parties       2,100,000
Percentage of issued and outstanding common stock own by shareholders of subsidiary     76.97%  

Summary of Significant Accounting Policies (Details Narrative)

v2.4.0.8
Summary of Significant Accounting Policies (Details Narrative) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Accounting Policies [Abstract]    
Impairment charge recognized      

Summary of Significant Accounting Policies - Estimated Useful Lives for Significant Property and Equipment (Details)

v2.4.0.8
Summary of Significant Accounting Policies - Estimated Useful Lives for Significant Property and Equipment (Details)
12 Months Ended
Dec. 31, 2014
Furniture and Fixtures [Member] | Minimum [Member]
 
Estimated useful lives 5 years
Furniture and Fixtures [Member] | Maximum [Member]
 
Estimated useful lives 7 years
Computer Equipment [Member] | Minimum [Member]
 
Estimated useful lives 5 years
Computer Equipment [Member] | Maximum [Member]
 
Estimated useful lives 7 years
Software [Member]
 
Estimated useful lives 3 years

Going Concern (Details Narrative)

v2.4.0.8
Going Concern (Details Narrative) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Going Concern    
Revenues      
Accumulated loss $ 1,901,279 $ 561,694

Property and Equipment (Details Narrative)

v2.4.0.8
Property and Equipment (Details Narrative) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Property and equipment $ 3,231 $ 4,074
Depreciation expense 843 140
Computer Equipment [Member]
   
Property and equipment 4,214 4,214
Accumulated depreciation $ 983 $ 140

Intangible Assets (Details Narrative)

v2.4.0.8
Intangible Assets (Details Narrative) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Intangible assets $ 22,816   
SoftwareLlicenseMember
   
Intangible assets 24,770 0
Accumulated amortization $ 1,954 $ 0

Income Taxes (Details Narrative)

v2.4.0.8
Income Taxes (Details Narrative) (USD $)
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Operating loss carryforwards $ 897,000
Operating loss carryforward loss, expiration dates 2015 through 2034

Income Taxes - Schedule of Deferred Tax Liabilities (Details)

v2.4.0.8
Income Taxes - Schedule of Deferred Tax Liabilities (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]    
NOL carryover $ 314,000 $ 15,067
Deferred Rent 2,300   
Accrued Payroll 115,200   
Contingent Liability 31,500   
Depreciation (300)   
Valuation allowance (462,700) (15,067)
Net deferred tax asset      

Income Taxes - Schedule of Pretax From Continuing Operations (Details)

v2.4.0.8
Income Taxes - Schedule of Pretax From Continuing Operations (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]    
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
Income tax expense benefit      

Related Party Transactions (Details Narrative)

v2.4.0.8
Related Party Transactions (Details Narrative) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 23, 2014
Accounts Payable-Related Party $ 56,155 $ 0  
Imputed Interest - related party 2,708     
Percentage of interest rate of related party 8.00%   12.00%
License fee 10,000    
Rent expense 500    
Accrued expenses - related party 30,181     
Due from officers 7,054 0  
Reserch and development expenses 30 2,706  
Chief Financial Officer [Member]
     
Amount paid by related parties 67,710    
Chief Marketing Officer [Member]
     
License fee 20,000    
Officer [Member]
     
Accrued expenses - related party $ 30,181 $ 0  

Convertible Notes (Details Narrative)

v2.4.0.8
Convertible Notes (Details Narrative) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended
Dec. 23, 2014
Dec. 31, 2014
Dec. 31, 2013
Dec. 23, 2014
Warrant [Member]
Dec. 31, 2014
Warrant [Member]
Issuance of convertible promissory notes $ 213,337 $ 213,337      
Interest rate 12.00% 8.00%      
Principal amount due date Dec. 31, 2015        
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.

       
Common stock conversion price per share $ 0.35        
Warrants granted right thourgh       Dec. 31, 2015  
Purchase of additional shares of common stock       609,534  
Purchase of common stock purchase price per share       $ 0.35  
Debt instrument accrued interest rate 150.00%       12.00%
Percentage of expected borrowing rate   18.00%      
Debt discount   $ 34,904       

Convertible Notes - Schedule of Convertible Promissory Note (Details)

v2.4.0.8
Convertible Notes - Schedule of Convertible Promissory Note (Details) (USD $)
Dec. 31, 2014
Dec. 23, 2014
Dec. 31, 2013
Debt Disclosure [Abstract]      
Principal amount $ 213,337 $ 213,337  
Unamortized debt discount (34,904)    
Net carrying amount $ 178,433     

Preferred and Common Stock (Details Narrative)

v2.4.0.8
Preferred and Common Stock (Details Narrative) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Equity [Abstract]    
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 16,421,000 9,200,000
Common stock, shares outstanding 16,421,000 9,200,000

Commitments, Contingencies (Details Narrative)

v2.4.0.8
Commitments, Contingencies (Details Narrative) (USD $)
0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 23, 2014
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Escrow Trust [Member]
Dec. 31, 2014
MHI Patients [Member]
Dec. 31, 2014
MHI Patients [Member]
Maximum [Member]
Jun. 23, 2014
Bistromatics Corp., [Member]
Dec. 31, 2014
Bistromatics Corp., [Member]
Percentage of subscription proceeds       10.00%        
Trust account balance       $ 90,000        
Percentage of returned funds   90.00%            
Percentage of funds proceed   10.00%            
Percentage of required funds   90.00%            
Escrowed funds   100,000            
Proceeds from escrowed funds   10,000            
Return of escrowed funds   90,000            
Contingent liability   90,000             
Percentage of billing fee         20.00%      
Reimbursement revenue         100,000 1,000,000    
Issues of shares         110,000 1,100,000    
License fee   10,000           20,000
Due upon execution               2,000
Balance due             5,000 13,000
Due date Dec. 31, 2015           Aug. 01, 2014 Sep. 15, 2014
Rent expense   $ 500            

Subsequent Events (Details Narrative)

v2.4.0.8
Subsequent Events (Details Narrative) (USD $)
12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 23, 2014
Feb. 14, 2015
BMT Inc., [Member]
Mar. 16, 2015
Subsequent Event [Member]
Feb. 23, 2015
Subsequent Event [Member]
Jan. 24, 2015
Subsequent Event [Member]
Mar. 16, 2015
Subsequent Event [Member]
July 1, 2015 [Member]
Jan. 24, 2015
Subsequent Event [Member]
Consulting Services Agreement [Member]
Dec. 31, 2014
Subsequent Event [Member]
Consulting Services Agreement [Member]
April 20, 2015 To October 20, 2015 [Member]
Received promissory notes           $ 20,000      
Interest rate   150.00%       12.00%      
Restricted common stock shares         60,000       400,000
Common stock purchase of warrants                 400,000
Warrant price per share               $ 0.35  
Shares have not issued         60,000     400,000  
Compensation paid     11,950            
License fee $ 10,000     $ 20,000     $ 5,000