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Document and Entity Information

v2.4.0.8
Document and Entity Information
9 Months Ended
Sep. 30, 2015
Nov. 15, 2015
Document And Entity Information    
Entity Registrant Name eWELLNESS HEALTHCARE Corp  
Entity Central Index Key 0001550020  
Document Type 10-Q  
Document Period End Date Sep. 30, 2015  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   17,890,277
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2015  

Condensed Consolidated Balance Sheets

v2.4.0.8
Condensed Consolidated Balance Sheets (USD $)
Sep. 30, 2015
Dec. 31, 2014
CURRENT ASSETS    
Cash $ 26,847 $ 900
Advances - related party    7,054
Prepaid Expenses 31,415 26,274
Total current assets 58,262 34,228
Property & equipment, net 6,385 3,231
Intangible assets, net 20,600 22,816
TOTAL ASSETS 85,247 60,275
CURRENT LIABILITIES    
Accounts payable and accrued expenses 273,387 174,044
Accounts payable - related party 49,761 56,155
Accrued expenses - related party 69,684 30,181
Accrued compensation 593,000 329,000
Contingent liability 90,000 90,000
Short term note and liabilities 83,772   
Total current liabilities 1,159,604 679,380
Convertible debt, net of discount 123,161 178,433
Total Liabilities 1,282,765 857,813
STOCKHOLDERS’ EQUITY (DEFICIT)    
Preferred stock, authorized, 10,000,000 shares, $.001 par value, 0 shares issued and outstanding      
Common stock, authorized 100,000,000 shares, $.001 par value, 17,890,277 and 16,421,000 issued and outstanding, respectively 17,890 16,421
Additional paid in capital 1,866,706 1,087,320
Accumulated deficit (3,082,114) (1,901,279)
Total Stockholders’ Equity (Deficit) (1,197,518) (797,538)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 85,247 $ 60,275

Condensed Consolidated Balance Sheets (Parenthetical)

v2.4.0.8
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Sep. 30, 2015
Dec. 31, 2014
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 17,890,277 16,421,000
Common stock, shares outstanding 17,890,277 16,421,000

Condensed Consolidated Statements of Operations (Unaudited)

v2.4.0.8
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2015
Jun. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
OPERATING EXPENSES        
Executive compensation $ 186,000 $ 186,000 $ 558,000 $ 558,000
General and administrative 43,187 54,849 140,059 164,609
Professional fees 134,359 13,234 374,421 187,483
Contingent liability expense    90,000    90,000
Research and declopment - related party          30
Total Operating Expenses 363,546 344,083 1,072,480 1,000,122
Loss from Operations (363,546) (344,083) (1,072,480) (1,000,122)
OTHER INCOME (EXPENSE)        
Gain on extinguishment of debt       11,323   
Loss on conversion of debt (29,504)    (29,504)   
Interest income          7
Interest expense, related parties (955) (1,011) (2,912) (1,619)
Interest expense (35,871) (7,587) (87,262) (7,771)
Net Loss before Income Taxes (429,876) (352,681) (1,180,835) (1,009,505)
Income tax expense            
Net Loss $ (429,876) $ (352,681) $ (1,180,835) $ (1,009,505)
Basic and diluted (loss) per share $ (0.03) $ (0.02) $ (0.07) $ (0.07)
Basic and diluted weighted average shares outstanding 17,155,690 15,603,000 16,927,342 15,414,048

Condensed Consolidated Statement of Cash Flows (Unaudited)

v2.4.0.8
Condensed Consolidated Statement of Cash Flows (Unaudited) (USD $)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Cash flows from operating activities    
Net loss $ (1,180,835) $ (1,009,505)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 3,268 1,348
Contributed services 292,500 292,500
Shares issued for services 39,056 41,500
Imputed interest - related party 2,912 1,619
Warrants issued for services 33,656   
Accrued loans payable risky fee 4,688   
Convertible debt discount amortization 45,044   
Gain on extinguishment of debt conversion 29,505   
Changes in operating assets and liabilities    
Advances - related parties 7,054 (683)
Prepaid expense 6,274 (28,437)
Accounts payable and accrued expenses 99,344 154,016
Accounts payable - related party (6,395) 52,616
Accrued expenses - related party 39,503   
Contingent liability    90,000
Accrued compensation 264,000 219,500
Net cash used in operating activities (320,426) (185,526)
Cash flows from investing activities    
Purchase of equipment (4,207)   
Net cash used in investing activities (4,207)   
Cash flows from financing activities    
Common stock subscribed    58,000
Proceeds from issuance of convertible debt 270,080   
Promissory note proceeds 80,500 130,000
Net cash provided by financing activities 350,580 188,000
Net increase in cash 25,947 2,474
Cash, beginning of period 900   
Cash, end of period 26,847 2,474
Supplemental Information:    
Taxes      
Interest Expense      

The Company

v2.4.0.8
The Company
9 Months Ended
Sep. 30, 2015
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 per share (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 of Dignyte back to the Company for cancellation; (ii) assign from his holdings, an additional 2,500,000 shares of Dignyte 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 of Dignyte 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. Consequently, the transaction is accounted for as a reverse-merger and recapitalization. eWellness Corporation is the acquirer for financial reporting purposes and Dignyte, Inc. is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the transactions are those of eWellness Corporation and are recorded at the historical cost basis of eWellness Corporation, and the consolidated financial statements after completion of the transaction include the assets, liabilities and operations of eWellness Healthcare Corporation, and eWellness Corporation from the closing date of the transaction. Additionally all historical equity accounts and awards of eWellness Corporation, including par value per share, share and per share numbers, have been adjusted to reflect the number of shares received in the transaction.

 

The foregoing description of 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 to the Company’s Current Report on Form 8-K/A as filed with the Securities and Exchange Commission on August 6, 2014. At the execution of the Share Exchange Agreement, the number of total shares of common stock outstanding was 15,200,000.

 

The Company has fully developed 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 healthcare systems specifically designed to help prevent patients that are pre-diabetic from becoming diabetic. The Company’s activities are subject to significant risks and uncertainties, including failure to secure funding to operationalize the Company’s business plan.

 

On July 22, 2015, the Company’s wholly owned subsidiary, eWellness Corporation, was merged into the Company and, therefore, no longer exists as a separate entity.

Summary of Significant Accounting Policies

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Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The interim financial information of the Company as of periods ended September 30, 2015 and September 30, 2014 is unaudited. The balance sheet as of December 31, 2014 is derived from audited financial statements of eWellness Healthcare Corporation. The accompanying financial statements have 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 accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform to the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation of the 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 nine months ended September 30, 2015 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunction with the financial statements 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 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.

 

Going Concern

 

For the period ended September 30, 2015, the Company has no revenues and no operations. The Company has an accumulated loss of $3,082,114. 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.

 

Deferred Offering and Acquisition Costs

 

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

 

Fair Value of Financial Instruments

 

The Company complies with the 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 the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

 

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

 

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

 

Level 2 – inputs other than Level 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 observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

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

 

As of September 30, 2015 and 2014, the Company did not have Level 1, 2, or 3 financial assets or liabilities.

 

Cash and Cash Equivalents

 

Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with an original maturity to the Company of three months or less.

  

Property and Equipment

 

Property and equipment consists 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 to realize revenues from operations. The Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

 

Loss per Common Share

 

The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined 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 Company has no common stock equivalents and has incurred losses for the period ended September 30, 2015, no dilutive shares are added into the loss per share calculations.

 

Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified 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 presentation.

Property and Equipment

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Property and Equipment
9 Months Ended
Sep. 30, 2015
Property, Plant and Equipment [Abstract]  
Property and Equipment

Note 3. Property and Equipment

 

Property and equipment consists of computer equipment that is stated at cost $8,420 and $4,214 less accumulated depreciation of $2,035 and $983 at September 30, 2015 and December 31, 2014, respectively. Depreciation expense was $1,053 for the nine months ended September 30, 2015 and $421 for the nine months ended September 30, 2014. Depreciation expense is computed using the straight-line method over the estimated useful life of the assets, which is five years for computer equipment.

Intangible Assets

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Intangible Assets
9 Months Ended
Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

Note 4. Intangible Assets

 

The Company recognizes 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 $24,770 less accumulated amortization of $4,170 and $1,954 for the periods ended September 30, 2015 and December 31, 2014, respectively. For the periods ended September 30, 2015 and September 30, 2014, the amortization expense recorded was $2,216 and $477, respectively.

Related Party Transactions

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Related Party Transactions
9 Months Ended
Sep. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5. Related Party Transactions

 

A company for which the Company’s former Secretary-Treasurer and CFO is also serving as CFO, has paid $83,315 on the Company’s behalf for various operating expenses. The amount outstanding as of September 30, 2015 and December 31, 2014 was $49,761 and $56,155, respectively. The Company recorded $2,912 and $608 imputed interest on the amount owed to the related party based on an interest rate of 8% for the nine months ended September 30, 2015 and September 30, 2014, respectively.

  

During 2014, the Company entered into a license agreement with a programming company in which one of our directors is Chief Technology 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.

 

The officers of the Company incur business expenses on behalf of the Company. The amounts outstanding as of September 30, 2015 and December 31, 2014 were $69,684 and $30,181, respectively.

Income Taxes

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Income Taxes
9 Months Ended
Sep. 30, 2015
Income Tax Disclosure [Abstract]  
Income Taxes

Note 6. Income Taxes

 

The tax provision for interim periods 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 effective tax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment.

 

At September 30, 2015 and December 31, 2014, the Company has a full valuation allowance against its deferred tax assets, net of expected reversals of existing deferred tax liabilities, as it believes it is more likely than not that these benefits will not be realized.

 

The Company does not identify any material uncertain tax positions of the Company on returns that have been filed or that will be filed. The Company has not had operations and has deferred items consisting entirely of

unused Net Operating Losses.. Since the Company does not believe that this Net Operating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements.

 

The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the periods ended September 30 2015, and September 30, 2014 the Company did not recognize nor accrue for any interest or penalties.

Non-Convertible Notes Payable

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Non-Convertible Notes Payable
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Non-Convertible Notes Payable

Note 7. Non-Convertible Notes Payable

 

On January 27, 2015, the Company issued a promissory note of $20,000 with a shareholder/consultant at an annual interest rate of 12% due and payable on April 23, 2015. On April 9, 2015, as part of the second closing of the convertible debt discussed in Note 8 below, the note for $20,000, together with accrued interest for $3,980 through March 31, 2015 and future consulting fees due and payable through October 2015 of $100,000 were converted to a convertible note of $123,980.11. The consulting fees for future months were booked to prepaid expense and were amortized over the remaining term of the consulting agreement.

 

On May 27, 2015, the Company received $25,000 in exchange for a 90-day Promissory Note at an interest rate of 5% per annum. As an inducement for this promissory note, the Company issued 150,000 warrants to purchase Company common stock at $.35 per share. The fair value of the warrants is $768. On August 26, 2015, the Company entered into an extension of this note for another 90 days to October 23, 2015. As an inducement for this extension, the Company issued 150,000 warrants to purchase Company common stock at $.80 per share. For the period ended September 30, 2015, the Company recorded $1,348 of accrued interest for this note.

  

On July 15, 2015, the Company received $18,000 in exchange for a 90-day Promissory Note at an interest rate of 5% per annum. As an inducement for this promissory note, the Company issued 150,000 warrants to purchase Company common stock at $.80 per share. The fair value of the warrants is $315. For the period ended September 30, 2015, the Company recorded $193 of accrued interest for this note.

 

On September 16, 2015, the Company received $22,500 in exchange for a 90-day Promissory Note at an interest rate of 12% per annum plus a risky note fee of $5,625 which is being amortized over the term of the loan. As an inducement for this promissory note, the Company issued 450,000 warrants to purchase Company common stock at $.80 per share. The fair value of the warrants is $946. For the period ended September 30, 2015, the Company recorded $105 of accrued interest for this note.

 

On September 16, 2015, the Company received $12,500 in exchange for a 90-day Promissory Note at an interest rate of 12% per annum plus a risky note fee of $3,125 which is being amortized over the term of the loan. As an inducement for this promissory note, the Company issued 250,000 warrants to purchase Company common stock at $.80 per share. The fair value of the warrants is $526. For the period ended September 30, 2015, the Company recorded $58 of accrued interest for this note.

 

 On September 16, 2015, the Company received $2,500 in exchange for a 90-day Promissory Note at an interest rate of 12% per annum plus a risky loan fee of $625 which is being amortized over the term of the loan. As an inducement for this promissory note, the Company issued 50,000 warrants to purchase Company common stock at $.80 per share. The fair value of the warrants is $105. For the period ended September 30, 2015, the Company recorded $12 of accrued interest for this note.

Convertible Notes Payable

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Convertible Notes Payable
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Convertible Notes Payable

Note 8. Convertible Notes Payable

 

On December 23, 2014 the Company issued $213,337 convertible promissory notes and warrants to purchase shares of common stock to four individual investors. After 2014, the overall terms of the Notes are as follows:

 

  Interest rate: 12% per annum. As of September 30, 2015, the Company recorded $12,447 of accrued interest.
     
  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 the Company without the written consent of the holders.

 

  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, as defined in the notes, 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 notes:

 

      September 30, 2015  
  Principal amount   $ 105,170  
  Unamortized debt discount     (17,452 )
  Net carrying amount   $ 195,885  

 

  The Company valued the cash conversion feature as the difference in the value of the note at its stated annual interest rate of 12% and the fair value of the note at its discounted value using an expected borrowing rate of 18%.

 

On September 10, 2015, a convertible promissory note with the principal value of $108,167 was converted to 309,048 shares of common stock at a conversion price of $.35 per share. The warrants associated with this note were not exercised. See Note 9 – Equity Transactions below.

 

On April 9, 2015, the Company issued $270,080 convertible promissory notes (including an aggregate of $123,980 that was converted from certain other outstanding notes, including accrued interest, and future contractual cash consulting fees) and warrants to purchase shares of common stock to eight individual investors. The overall terms of the notes are as follows:

 

  Interest rate: 12% per annum. As of September 30, 2015, the Company recorded $7,382 of accrued interest.
     
  Due date: April 30, 2016. 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 holders.
     
  Warrants: The holders of the notes are granted the right through April 30, 2016 to purchase 771,658 additional shares of common stock at $.35 per share. The fair value of the warrants is $1,132.
     
  During the time that any portion of these notes are outstanding, if any Event of Default, as defined in the notes, 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:

 

      September 30, 2015  
  Principal amount   $ 25,000  
  Unamortized debt discount     (2,045 )
  Net carrying amount   $ 22,955  

 

  The Company valued the cash conversion feature 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%. The value of the cash conversion feature at inception of the notes was $44,189.

 

On July 14, 2015, convertible promissory notes with a principal value of $87,500 were converted to 250,000 shares of common stock at $.35 per share. The warrants associated with these notes were not exercised. See Note 9 –Equity Transactions below.

 

On August 19, 2015, convertible promissory notes with a principal value of $33,600 were converted to 96,000 shares of common stock at $.35 per share. The warrants associated with these notes were not exercised. See Note 9 –Equity Transactions below.

 

On September 10, 2015, a convertible promissory note with a principal value of $123,980 was converted to 354,229 shares of common stock at $.35 per share. The warrants associated with this note was not exercised. See Note 9 –Equity Transactions below.

 

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.

Equity Transactions

v2.4.0.8
Equity Transactions
9 Months Ended
Sep. 30, 2015
Equity [Abstract]  
Equity Transactions

Note 9. Equity Transactions

 

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 per share. There have been no preferred shares issued as of September 30, 2015.

 

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 per share.

 

On January 24, 2015, the Company authorized the issuance of 400,000 shares for consulting services at a value of $40,000 that is being amortized over the life of the contract.

 

On February 23, 2015, the Company authorized the issuance of 60,000 shares for consulting services for a value of $6,000 that is being amortized over the life of the contract

 

On July 14, 2015, the Company authorized the issuance of 250,000 shares for conversion of convertible debt of $87,500. 

 

On August 19, 2015, the Company authorized the issuance of 96,000 shares for conversion of convertible debt of $33,600.

 

On September 10, 2015, the Company authorized the issuance of 663,277shares for conversion of convertible debt of $232,147.

 

As of the period ended September 30, 2015, the Company has 17,890,277 shares of 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.

 

On behalf of the Company, Merriman Capital has filed a Form 211 with FINRA to facilitate trading of our stock in the over-the-counter market. Merriman is currently responding to FINRA’s comments and we cannot estimate if, and when FINRA will approve our stock for public trading.

 

Warrants

 

On January 24, 2015, the Company authorized the issuance of 400,000 warrants that were issued as part of a consulting agreement extension that expired on October 21, 2015. The fair value of the warrants is $32,187 and the Company recorded $17,882 as consulting expense and $14,305 as prepaid expense to be amortized over the life of the contract which expires in October 2015.

  

On April 9, 2015, the Company authorized the issuance of 771,658 warrants that were issued as part convertible debt totaling $270,080. The fair value of the warrants is $1,132.

 

On May 20, 2015, the Company authorized the issuance of 250,000 warrants that were issued as part of an advisory services agreement. The fair value of the warrants is $4,598 and the Company recorded this as consulting expense.

 

On May 20, 2015, the Company authorized the issuance of 250,000 warrants that were issued as part of an advisory services agreement. The fair value of the warrants is $1,342 and the Company recorded $112 as consulting expense and $1,230 as prepaid expense to be amortized over the life of the contract which expires May 20, 2016.

 

On May 30, 2015, the Company authorized the issuance of 150,000 warrants that were issued as part of the of a promissory note. The fair value of the warrants is $768.

 

On July 15, 2015, the Company authorized the issuance of 150,000 warrants that were issued as part of a promissory note. The fair value of the warrants is $315.

 

On August 26, 2015, the Company authorized the issuance of 150,000 warrants that were issued as part of the extension of a consulting agreement dated January 24, 2015. The fair value of the warrants is $315.

 

On August 26, 2015, the Company authorized the issuance of 150,000 warrants that were issued as part of the extension of a promissory note dated May 26, 2015. The fair value of the warrants is $315.

 

On September 16, 2015, the Company authorized the issuance of 750,000 warrants that were issued as part of three promissory notes. The fair value of the warrants is $1,577.

 

The following is a summary of the status of all of the Company’s warrants as of September 30, 2015 and changes during the nine months ended on that date:

 

            Weighted  
      Number of     Average  
      Warrants     Exercise Price  
Outstanding at January 1, 2015       609,533     $ 0.35  
Granted       2,871,658     $ 0.51  
Exercised       -     $ -  
Cancelled       -     $ -  
Outstanding at September 30, 2015       3,481,191     $ 0.49  

 

For purpose of determining the fair market value of the warrants issued during the three months ended September 30, 2015, we used the Black Scholes option valuation model. These valuations were done throughout the period at the date of issuance and not necessary as of the reporting date. As there is no current market for the Company’s shares, we used $0.10 as the stock price at valuation date to be consistent with prior issuances and the stock prices of comparable companies to determine volatility. The significant assumptions used in the Black Scholes valuation of the date of issuance are as follows:

 

Stock price on the valuation date   $ 0.10  
Exercise price of warrants   $ .80  
Dividend yield     0.00 %
Years to maturity     1.5 – 5.0  
Risk free rate     .029% - 1.57 %
Expected volatility     55% - 56 %

 

Stock Option Plan

 

On August 6, 2015, the Board of Directors approved the 2015 Stock Option Plan, pursuant to which certain directors, officers, employees and consultants will be eligible for certain stock options and grants. The Plan is effective as of August 1, 2015 and the maximum number of shares reserved and available for granting awards under the Plan shall be an aggregate of 3,000,000 shares of common stock, provided however that on each January 1, starting with January 1, 2016, an additional number of shares equal to the lesser of (A) 2% of the outstanding number of shares (on a fully-diluted basis) on the immediately preceding December 31 and (B) such lower number of shares as may be determined by the Board or committee charged with administering the plan. This plan may be amended at any time by the Board or appointed plan Committee.

Commitments, Contingencies

v2.4.0.8
Commitments, Contingencies
9 Months Ended
Sep. 30, 2015
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 (which was essentially a form of rescission) 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 an alleged 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.

  

 On or about June 23, 2014, we entered into a license agreement with Bistromatics Corp., to which one of our directors is Chief Technology 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 due by September 31, 2014. The parties entered into an addendum extending the due date of the license fee to December 31, 2014, another addendum extending it to July 1, 2015, another addendum extending it to October 31, 2015 and another addendum extending it to January 31, 2016.. 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; our director purchased the domain name on behalf of the Company and retains no rights to same.

 

The Company rents its Culver City, CA office space from a company owned by our CEO. The rental agreement provides for the value of the rent of $500 per month be recorded as contributed towards the founding eWellness and its operations. During the period ended September 30, 2015, we have recorded this rent payment in the Consolidated Statements of Operations and Additional Paid in Capital on the Balance Sheet.

 

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

 

On January 24, 2015, the Company received $20,000 in consideration for a 90-day Promissory Note at an interest rate of 12% per annum. For the period ended September 30, 2015, the Company recorded $447 of accrued interest for this note. On April 9, 2015, this note and accrued interest through March 31, 2015 was converted into convertible debt.

 

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. These shares were issued on April 9, 2015. Putsuant to this extension agreement, the Company was to pay $10,000 per month consulting fee beginning with February 1, 2015 through the end of the agreement. As discussed in Footnote 7 above, the full $100,000 consulting fees were rolled into a convertible note. The fees for months after the period ended September 30, 2015, are recorded in prepaid expense and are being amortized over the life of the contract extension.

 

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 as of September 30, 2015 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. These shares were issued on April 14, 2015.

 

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. On August 11, 2015, the Company signed an addendum to the licensing agreement with Bistromatics to extend the payment of the licensing fee to October 31, 2015. On November 10, 2015, the Company signed an additional addendum to the licensing agreement with Bistromatics to extend the payment of the licensing fee to January 30, 2016.

  

On April 1, 2015, the Company entered into an Operating Agreement with Evolution Physical Therapy (“EPT”), a company owned by one of the Company’s officers, wherein it is agreed that EPT would be able to operate the Company’s telemedicine platform www.phzio.com and offer it to selected physical therapy patients of EPT. The Company is to receive 75% of the net insurance reimbursements from the patient for use of the platform. The Company will advance capital requested by EPT for costs specifically associated with operating the www.phzio,com platform and associated physical therapy treatments – computer equipment, office or facilities rental payments, 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 positive cash flow within 90 days from the start of patient induction.

 

On April 17, 2015, the Company entered into an agreement with Akash Bajaj, M.D., M.P.H. The agreement is for Dr. Bajaj to serve as a consultant and as the 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, the Company 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. The value of the options are deemed to be zero since the Board of Directors have not yet approved the issuance of the options.

 

On May 20, 2015, the Company entered into an agreement with Mavericks Capital Securities LLC (“Mavericks”). The term of the contract begins on the effective date and can be terminated within 30 days upon written notice by either party. The Company is to pay Mavericks a monthly retainer fee of $10,000 that is deferred until the Company raises $250,000 in new investor funds from the effective date. In addition, the Company granted Mavericks 250,000 warrants to purchase Company common stock at $.35 per share. On September 28, 2015, the Company and Mavericks entered into an amendment to the consultant agreement pursuat to which Mavericks will also assist the Company in the acquisition of new customers, for which the Company shall pay Mavericks 10% of the revenue received by the Company, net of any pass through costs, from any such customers introduced to the Company by Mavericks; payment shall be made upon the Company’s receipt of such revenues. In the amendment, the parties also further clarified the definition of Customer Acquisition.

 

On May 20, 2015, the Company entered into a one year agreement with financial advisory company. As the retainer, the Company granted the consultant 250,000 warrants to purchase Company common stock at $.35 per share.

 

On May 27, 2015, the Company received $25,000 in consideration for a 90-day Promissory Note at an interest rate of 5% per annum. As an inducement for this promissory note, the Company issued 150,000 warrants to purchase Company common stock at $.35 per share. For the period ended September 30, 2015, the Company recorded $118 of accrued interest for this note.

 

On July 15, 2015, the Company received $18,000 in consideration for a 90-day Promissory Note at an interest rate of 5% per annum. As an inducement for this promissory note, the Company issued 150,000 warrants to purchase Company common stock at $.80 per share. The fair value of the warrants is $315. For the period ended September 30, 2015, the Company recorded $193 of accrued interest for this note.

 

On August 6, 2015, the Board of Directors appointed Ms. Rochelle Pleskow as the seventh member of the Board of Directors, effective immediately. Ms. Pleskow is the current head of Healthcare Informatics at HP, and the Board is confident that Ms. Pleskow can add value to the Company’s PHZIO platform through helping to create better patient outcome data. The Company agreed to pay Ms. Pleskow $2,000 per month fees, which shall accrue as of July 1, 2015 and be paid upon the first closing of our next financing, plus 250,000 5-year stock options at a price of $0.80 per share. She shall also be eligible to receive any other benefits that are offered to other directors.

  

On September 16, 2015, the Company received $22,500 in consideration for a 90-day Promissory Note at an interest rate of 12% per annum plus a risky note fee of $5,625 which is being amortized over the term of the loan. As an inducement for this promissory note, the Company issued 450,000 warrants to purchase Company common stock at $.80 per share. The fair value of the warrants is $946. For the period ended September 30, 2015, the Company recorded $105 of accrued interest for this note.

 

On September 16, 2015, the Company received $12,500 in exchange for a 90-day Promissory Note at an interest rate of 12% per annum plus a Risky Note Fee of $3,125 which is being amortized over the term of the loan. As an inducement for this promissory note, the Company issued 250,000 warrants to purchase Company common stock at $.80 per share. The fair value of the warrants is $526. For the period ended September 30, 2015, the Company recorded $58 of accrued interest for this note.

 

 On September 16, 2015, the Company received $2,500 in consideration for a 90-day Promissory Note at an interest rate of 12% per annum plus a risky loan fee of $625 which is being amortized over the term of the loan. As an inducement for this promissory note, the Company issued 50,000 warrants to purchase Company common stock at $.80 per share. The fair value of the warrants is $105. For the period ended September 30, 2015, the Company recorded $12 of accrued interest for this note.

 

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

Segment Reporting

v2.4.0.8
Segment Reporting
9 Months Ended
Sep. 30, 2015
Segment Reporting [Abstract]  
Segment Reporting

Note 11. Segment Reporting

 

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

Subsequent Events

v2.4.0.8
Subsequent Events
9 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
Subsequent Events

Note 12. Subsequent Events

 

On October 5, 2015, the Company extended the term of an $18,000 promissory note issued on July 15, 2015 that was originally due on October 13, 2015 to December 14, 2015; however, as consideration for the extension, the Company agreed to repay the note, plus interest and the Loan Fee (as hereinafter defined), upon receipt of $100,000 or more in other financing. Interest on the note accrues at the rate of 12% per annum. Unless paid sooner as previously explained, the Company shall pay $4,500 (the “Loan Fee”) on the maturity date of the note. As additional inducement for the extension, the Company also agreed to issue the lender five-year warrants to purchase up to 150,000 shares of the Company’s common stock at $0.80 per share.

 

On October 11, 2015, the Company issued an $10,000 promissory note which matures on December 14, 2015; however, if the Company receives $100,000 or more in its current private placement of up to $2,500,000 convertible note with warrants, the note will be due within three business days of such fund settling in the Company’s account, plus interest at a rate of 12% annum and a risk loan fee of $2,500.

 

On October 11, 2015, the Company extended the term of an $25,000 promissory note issued on July 15, 2015 that was due on October 23, 2015 to December 14, 2015; however, as a consideration for the extension, the Company agreed to repay the note, plus interest and a risk loan fee of $6,250. As additional inducement for the extension, the Company also agreed to issue the lender five-year warrants to purchase up to 150,000 shares of common stock at $0.80 per share.

 

On Novemer 10, 2015, the Company signed an addendum to the licensing agreement with Bistromatics to extend the payment of the licensing fee to January 30, 2016.

Summary of Significant Accounting Policies (Policies)

v2.4.0.8
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The interim financial information of the Company as of periods ended September 30, 2015 and September 30, 2014 is unaudited. The balance sheet as of December 31, 2014 is derived from audited financial statements of eWellness Healthcare Corporation. The accompanying financial statements have 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 accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform to the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation of the 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 nine months ended September 30, 2015 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2015. The unaudited financial statements should be read in conjunction with the financial statements 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

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.

Going Concern

Going Concern

 

For the period ended September 30, 2015, the Company has no revenues and no operations. The Company has an accumulated loss of $3,082,114. 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.

Deferred Offering and Acquisition Costs

Deferred Offering and Acquisition Costs

 

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

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company complies with the 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 the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

 

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

 

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

 

Level 2 – inputs other than Level 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 observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

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

 

As of September 30, 2015 and 2014, the Company did not have Level 1, 2, or 3 financial assets or liabilities.

Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with an original maturity to the Company of three months or less.

Property and Equipment

Property and Equipment

 

Property and equipment consists 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

Revenue Recognition

 

The Company has yet to realize revenues from operations. The Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Loss per Common Share

Loss per Common Share

 

The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined 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 Company has no common stock equivalents and has incurred losses for the period ended September 30, 2015, no dilutive shares are added into the loss per share calculations.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified 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 presentation.

Convertible Notes Payable (Tables)

v2.4.0.8
Convertible Notes Payable (Tables)
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Schedule of Convertible Promissory Note

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

 

      September 30, 2015  
  Principal amount   $ 105,170  
  Unamortized debt discount     (17,452 )
  Net carrying amount   $ 195,885  

 

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

 

      September 30, 2015  
  Principal amount   $ 25,000  
  Unamortized debt discount     (2,045 )
  Net carrying amount   $ 22,955  

Equity Transactions (Tables)

v2.4.0.8
Equity Transactions (Tables)
9 Months Ended
Sep. 30, 2015
Equity [Abstract]  
Schedule of Warrant Activity

The following is a summary of the status of all of the Company’s warrants as of September 30, 2015 and changes during the nine months ended on that date:

 

            Weighted  
      Number of     Average  
      Warrants     Exercise Price  
Outstanding at January 1, 2015       609,533     $ 0.35  
Granted       2,871,658     $ 0.51  
Exercised       -     $ -  
Cancelled       -     $ -  
Outstanding at September 30, 2015       3,481,191     $ 0.49  

Schedule of Valuation Assumptions

The significant assumptions used in the Black Scholes valuation of the date of issuance are as follows:

 

Stock price on the valuation date   $ 0.10  
Exercise price of warrants   $ .80  
Dividend yield     0.00 %
Years to maturity     1.5 – 5.0  
Risk free rate     .029% - 1.57 %
Expected volatility     55% - 56 %

The Company (Details Narrative)

v2.4.0.8
The Company (Details Narrative) (USD $)
0 Months Ended
Sep. 30, 2015
Dec. 31, 2014
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%  
Number of shares of common stock outstanding 15,200,000      

Summary of Significant Accounting Policies (Details Narrative)

v2.4.0.8
Summary of Significant Accounting Policies (Details Narrative) (USD $)
9 Months Ended
Sep. 30, 2015
Dec. 31, 2014
Accounting Policies [Abstract]    
Revenues     
Accumulated loss $ 3,082,114 $ 1,901,279
Property and Equipment, useful lives 5 years  
Common stock equivalents     
Dilutive shares     

Property and Equipment (Details Narrative)

v2.4.0.8
Property and Equipment (Details Narrative) (USD $)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Property and equipment $ 6,385   $ 3,231
Depreciation expense 1,053 421  
Property and equipment useful life 5 years    
Computer Equipment [Member]
     
Property and equipment 8,420   4,214
Accumulated depreciation $ 2,035   $ 983

Intangible Assets (Details Narrative)

v2.4.0.8
Intangible Assets (Details Narrative) (USD $)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Intangible assets $ 20,600   $ 22,816
Amortization expense 2,216 477  
SoftwareLlicenseMember
     
Intangible assets 24,770   24,770
Accumulated amortization $ 4,170   $ 1,954

Related Party Transactions (Details Narrative)

v2.4.0.8
Related Party Transactions (Details Narrative) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 16, 2015
Sep. 30, 2015
Jun. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Sep. 30, 2015
Chief Financial Officer [Member]
Dec. 31, 2014
Chief Marketing Officer [Member]
Amount paid by related parties             $ 83,315  
Accounts Payable-Related Party   49,761   49,761   56,155    
Imputed Interest - related party   955 1,011 2,912 1,619      
Percentage of interest rate of related party   8.00%   8.00% 8.00%      
License fee 20,000             20,000
Rent expense       500        
Accrued expenses - related party   $ 69,684   $ 69,684   $ 30,181    

Income Taxes (Details Narrative)

v2.4.0.8
Income Taxes (Details Narrative) (USD $)
9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Income Taxes Details Narrative    
Interest or penalties      

Non-Convertible Notes Payable (Details Narrative)

v2.4.0.8
Non-Convertible Notes Payable (Details Narrative) (USD $)
0 Months Ended 9 Months Ended 0 Months Ended
Apr. 09, 2015
Jan. 27, 2015
Jan. 24, 2015
Sep. 30, 2015
Sep. 30, 2014
Sep. 16, 2015
Non-Convertible Notes Payable [Member]
Aug. 26, 2015
Non-Convertible Notes Payable [Member]
Jul. 15, 2015
Non-Convertible Notes Payable [Member]
May 27, 2015
Non-Convertible Notes Payable [Member]
Sep. 16, 2015
Non-Convertible Notes Payable [Member]
Sep. 16, 2015
Non-Convertible Notes Payable [Member]
Promissory note   $ 20,000 $ 20,000 $ 80,500 $ 130,000            
Debt instrumenst interest rate 150.00% 12.00% 12.00%     12.00%   5.00% 5.00% 12.00% 12.00%
Debt instruments maturity date   Apr. 23, 2015                  
Notes payable 20,000                    
Accrued interest 3,980     447              
Debt maturity descriptions through March 31, 2015 and future consulting fees due and payable through October 2015                    
Non convertible debt converted into convertible debt 100,000                    
Convertible debt total 123,980                    
Debt receivable           22,500   18,000 25,000 12,500 2,500
Issuance of warrants to purchase of commn stock           450,000 150,000 150,000 150,000 250,000 50,000
Warrants issuance price per share           $ 0.80 $ 0.80 $ 0.80 $ 0.35 $ 0.80 $ 0.80
Fair value of warrants           946 1,348 315 768 526 105
Interest payable current 3,980         105 1,348 193   58 12
Loans payable risky fee       $ 4,688    $ 5,625       $ 3,125 $ 625

Convertible Notes Payable (Details Narrative)

v2.4.0.8
Convertible Notes Payable (Details Narrative) (USD $)
0 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended
Jan. 27, 2015
Sep. 30, 2015
Apr. 09, 2015
Jan. 24, 2015
Sep. 30, 2014
Sep. 16, 2015
Warrant [Member]
Aug. 26, 2015
Warrant [Member]
Aug. 20, 2015
Warrant [Member]
Jul. 15, 2015
Warrant [Member]
May 30, 2015
Warrant [Member]
May 20, 2015
Warrant [Member]
Apr. 09, 2015
Warrant [Member]
Jan. 24, 2015
Warrant [Member]
Sep. 10, 2015
Convertible Notes Payable [Member]
Aug. 19, 2015
Convertible Notes Payable [Member]
Jul. 15, 2015
Convertible Notes Payable [Member]
Apr. 09, 2015
Convertible Notes Payable [Member]
Dec. 23, 2014
Convertible Notes Payable [Member]
Sep. 30, 2015
Convertible Notes Payable [Member]
Jul. 14, 2015
Convertible Notes Payable [Member]
Apr. 09, 2015
Convertible Notes Payable [Member]
Warrant [Member]
Dec. 23, 2014
Convertible Notes Payable [Member]
Warrant [Member]
Sep. 10, 2015
Convertible Notes Payable One [Member]
Sep. 30, 2015
Convertible Notes Payable One [Member]
Sep. 30, 2015
Convertible Notes Payable [Member]
Issuance of convertible promissory notes                                 $ 270,080 $ 213,337           $ 105,170  
Interest rate   8.00%     8.00%                       12.00% 12.00%             12.00%
Accrued interest     3,980                           123,980   12,447         7,382  
Debt instruments maturity date Apr. 23, 2015                               Apr. 30, 2016 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. 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   $ 0.35 $ 0.35   $ 0.35     $ 0.35    
Purchase of additional shares of common stock                                         771,658 609,534      
Number of converted commnon stock                           309,048 96,000 250,000             354,229    
Purchase of common stock purchase price per share   $ 0.80                       $ 0.35             $ 0.35 $ 0.35      
Debt instrument accrued interest rate 12.00%   150.00% 12.00%                   0.00%       150.00%     150.00% 12.00%      
Percentage of expected borrowing rate                           0.00%       18.00%             18.00%
Converted debt     123,980                     108,167 33,600         87,500     123,980    
Fair value of warrants           1,577 315 315 315 768 4,598 1,132 32,187               1,132        
Beneficial conversion feature                                     $ 44,189            

Convertible Notes Payable - Schedule of Convertible Promissory Note (Details)

v2.4.0.8
Convertible Notes Payable - Schedule of Convertible Promissory Note (Details) (USD $)
Sep. 30, 2015
Dec. 31, 2014
Net carrying amount $ 123,161 $ 178,433
Convertible Notes Payable One [Member]
   
Principal amount 105,170  
Unamortized debt discount (17,452)  
Net carrying amount 195,885  
Convertible Notes Payable Two [Member]
   
Principal amount 25,000  
Unamortized debt discount (2,045)  
Net carrying amount $ 22,955  

Equity Transactions (Details Narrative)

v2.4.0.8
Equity Transactions (Details Narrative) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended
Sep. 10, 2015
Aug. 19, 2015
Jul. 14, 2015
Feb. 23, 2015
Jan. 24, 2015
Sep. 30, 2015
Jun. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Aug. 06, 2015
Stock Option Plan [Member]
Sep. 16, 2015
Warrant [Member]
Aug. 26, 2015
Warrant [Member]
Aug. 20, 2015
Warrant [Member]
Jul. 15, 2015
Warrant [Member]
May 30, 2015
Warrant [Member]
May 20, 2015
Warrant [Member]
Apr. 09, 2015
Warrant [Member]
Jan. 24, 2015
Warrant [Member]
May 20, 2015
Warrant One [Member]
Preferred stock, shares authorized           10,000,000   10,000,000   10,000,000                    
Preferred stock, par value           $ 0.001   $ 0.001   $ 0.001                    
Common stock, shares authorized           100,000,000   100,000,000   100,000,000                    
Common stock, par value           $ 0.001   $ 0.001   $ 0.001                    
Shares issued during period for consulting services       $ 6,000 $ 40,000     $ (39,056) $ (41,500)                      
Shares issued during period for consulting services, shares       60,000 400,000                              
Shares issued during period for conversion of convertible debt 232,147 33,600 87,500                             270,080    
Shares issued during period for conversion of convertible debt, shares 663,277 96,000 250,000                             771,658    
Common stock, shares issued           17,890,277   17,890,277   16,421,000                    
Issuance of warrants to purchase of commn stock                       750,000 150,000 150,000 150,000 150,000 250,000   400,000 150,000
Agreement expiration date                                     Oct. 21, 2015  
Fair value of warrants                       1,577 315 315 315 768 4,598 1,132 32,187 1,342
Consulting expense           134,359 13,234 374,421 187,483                   17,882 112
Prepaid expense           $ 31,415   $ 31,415   $ 26,274                 $ 14,305 $ 1,230
Amortization over contract expiration date                                     Oct. 31, 2015 May 20, 2016
Valuation of stock price per share           $ 0.10                            
Number of reserved shares available for grants                     3,000,000                  
Percentage of outstanding shares diluted basis                     2.00%                  

Equity Transactions - Summary of Warrant Activity (Details)

v2.4.0.8
Equity Transactions - Summary of Warrant Activity (Details) (Warrant [Member], USD $)
9 Months Ended
Sep. 30, 2015
Warrant [Member]
 
Number of Warrants Outstanding, Beginning Balance 609,533
Number of Warrants Granted 2,871,658
Number of Warrants Exercised   
Number of Warrants Cancelled   
Number of Warrants outstanding, Ending Balance 3,481,191
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance $ 0.35
Weighted Average Exercise Price, Warrants Granted $ 0.51
Weighted Average Exercise Price, Warrants Exercised   
Weighted Average Exercise Price, Warrants Cancelled   
Weighted Average Exercise Price, Warrants outstanding, Ending Balance $ 0.49

Equity Transactions - Schedule of Valuation Assumptions (Details)

v2.4.0.8
Equity Transactions - Schedule of Valuation Assumptions (Details) (USD $)
9 Months Ended
Sep. 30, 2015
Stock price on the valuation date $ 0.10
Exercise price of warrants $ 0.80
Dividend yield 0.00%
Minimum [Member]
 
Years to maturity 1 year 6 months
Risk free rate 0.029%
Expected volatility 55.00%
Maximum [Member]
 
Years to maturity 5 years
Risk free rate 1.57%
Expected volatility 56.00%

Commitments, Contingencies (Details Narrative)

v2.4.0.8
Commitments, Contingencies (Details Narrative) (USD $)
0 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 9 Months Ended
Apr. 02, 2015
Mar. 16, 2015
Feb. 23, 2015
Jan. 27, 2015
Jan. 24, 2015
Apr. 30, 2015
Sep. 30, 2015
Jun. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Apr. 09, 2015
Dec. 31, 2014
May 27, 2015
Promissory Note One [Member]
Sep. 30, 2015
Promissory Note One [Member]
Jul. 15, 2015
Promissory Note Two [Member]
Sep. 30, 2015
Promissory Note Two [Member]
Sep. 16, 2015
Promissory Note Three [Member]
Sep. 30, 2015
Promissory Note Three [Member]
Sep. 16, 2015
Promissory Note Four [Member]
Sep. 30, 2015
Promissory Note Four [Member]
Sep. 16, 2015
Promissory Note Five [Member]
Sep. 30, 2015
Promissory Note Five [Member]
May 20, 2015
Warrant One [Member]
May 20, 2015
Mavericks Capital Securities Llc [Member]
Apr. 17, 2015
Akash Bajaj [Member]
Aug. 06, 2015
Ms Rochelle Pleskow [Member]
Mar. 16, 2015
July 1, 2015 [Member]
Jan. 24, 2015
Consulting Services Agreement [Member]
April 20, 2015 To October 20, 2015 [Member]
Sep. 30, 2015
Escrow Trust [Member]
Sep. 30, 2015
MHI Patients [Member]
Jun. 23, 2014
Bistromatics Corp., [Member]
Sep. 30, 2015
Bistromatics Corp., [Member]
Feb. 14, 2015
BMT Inc., [Member]
Percentage of subscription proceeds                                                         10.00%        
Trust account balance                                                         $ 90,000        
Percentage of returned funds             90.00%   90.00%                                                
Percentage of funds proceed             10.00%   10.00%                                                
Percentage of required funds             90.00%   90.00%                                                
Escrowed funds             100,000   100,000                                                
Proceeds from escrowed funds                 10,000                                                
Return of escrowed funds                 90,000                                                
Contingent liability             90,000   90,000     90,000                                          
Percentage of billing fee                                                           20.00%      
License fee   20,000                                                         20,000 20,000  
Extended license fee                                                     5,000       10,000 10,000  
Debt instruments maturity date       Apr. 23, 2015                                                     Jan. 31, 2016 Sep. 15, 2014  
Rent expense                 500                                                
Prepaid expense                                               17,874                  
Negotiated a settlement for cancellation agreement           5,500                                                      
Gain on extinguishment of debt                   11,323                                                 
Promissory note       20,000 20,000       80,500 130,000                                              
Interest rate       12.00% 12.00%           150.00%   5.00%   5.00%   12.00%   12.00%   12.00%                        
Accured interest             447   447   3,980     118   193   105   58   12                      
Restricted common stock shares     60,000                                                 400,000          
Common stock purchase of warrants                                                       400,000          
Exercise price of warrants             $ 0.80   $ 0.80                                     $ 0.35          
Consulting fee                 100,000                             10,000 225     10,000          
Shares issued for services     6,000   40,000       (39,056) (41,500)                                              
Compensation paid                                                                 11,950
Percentage of insurance reimbursement 75.00%                                                                
Option granted                                                 100,000 250,000              
Share price             $ 0.10   $ 0.10           $ 0.80   $ 0.80   $ 0.80       $ 0.35 $ 0.35 $ 0.35 $ 0.80              
Stock option vest per month                                                 8,333                
Proceeds from related party                                               250,000                  
Issuance of warrants to purchase of commn stock                             150,000   450,000   450,000   50,000   150,000 250,000                  
Consideration amount received                         25,000   18,000   22,500   12,500   2,500                        
Officer compenation             186,000 186,000 558,000 558,000                               2,000              
Option term                                                   5 years              
Risky note fee                                 5,625   3,125   625                        
Fair value of warrants                                 $ 946   $ 526   $ 105   $ 1,342                    

Subsequent Events (Details Narrative)

v2.4.0.8
Subsequent Events (Details Narrative) (USD $)
0 Months Ended 9 Months Ended 0 Months Ended
Jan. 27, 2015
Jan. 24, 2015
Sep. 30, 2015
Sep. 30, 2014
Apr. 09, 2015
Oct. 11, 2015
Subsequent Event [Member]
Oct. 05, 2015
Subsequent Event [Member]
Oct. 11, 2015
Subsequent Event [Member]
December 14, 2015 [Member]
Promissory note issued           $ 25,000 $ 18,000 $ 10,000
Promissory note due date range start           Oct. 23, 2015 Oct. 13, 2015  
Promissory note due date range end           Dec. 14, 2015 Dec. 14, 2015  
Note receipt amount 20,000 20,000 80,500 130,000     100,000 100,000
Debt instrument accrued interest rate 12.00% 12.00%     150.00%   12.00% 12.00%
Loan fee           6,250 4,500 2,500
Warrants term           5 years 5 years  
Issuance of warrants to purchase of commn stock           150,000 150,000  
Exercise price of warrants     $ 0.80     $ 0.80 $ 0.80  
Debt instruments maturity date Apr. 23, 2015             Dec. 14, 2015
Convertible note with warrants               $ 2,500,000