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Document and Entity Information

v2.4.0.8
Document and Entity Information
9 Months Ended
Sep. 30, 2014
Nov. 13, 2014
Document And Entity Information [Abstract]    
Entity Registrant Name Textmunication Holdings, Inc.  
Entity Central Index Key 0000897078  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Document Period End Date Sep. 30, 2014  
Document Fiscal Year Focus 2014  
Document Fiscal Period Focus Q3  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   77,957,130

Consolidated Balance Sheets

v2.4.0.8
Consolidated Balance Sheets (USD $)
Sep. 30, 2014
Dec. 31, 2013
Current Assets    
Cash $ 43 $ 1,416
Accounts receivable, net 7,297 4,879
Due from related party 3,000 3,000
Total Current Assets 10,340 9,295
Equipment, net 1,742   
Total Assets 12,082 9,295
Current Liabilities:    
Accounts payable and accrued liabilities 226,029 88,388
Loans payable 50,742 1,112
Loans payable - related party 11,750 10,000
Convertible promissory notes, net of discount 154,175 68,369
Total Current Liabilities 442,696 167,869
Convertible promissory notes, net of discount 9,950   
Total Liabilities 452,646 167,869
Commitments and Contingencies      
Stockholders' Deficit    
Preferred stock, 10,000,000 shares authorized, $0.0001 par value, none issued and outstanding      
Common stock, 250,000,000 shares authorized, $0.0001 par value, 67,082,130 issued and outstanding 6,708 6,708
Additional paid in capital 38,141 847
Accumulated deficit (485,413) (166,129)
Total Stockholders' Deficit (440,564) (158,574)
Total Liabilities and Stockholders' Deficit $ 12,082 $ 9,295

Consolidated Balance Sheets (Parenthetical)

v2.4.0.8
Consolidated Balance Sheets (Parenthetical) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Balance Sheet [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued      
Preferred stock, shares outstanding      
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 250,000,000 250,000,000
Common stock, shares issued 67,082,130 67,082,130
Common stock, shares outstanding 67,082,130 67,082,130

Consolidated Statements of Operations

v2.4.0.8
Consolidated Statements of Operations (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Consolidated Statements of Operations [Abstract]        
Sales $ 77,261 $ 103,596 $ 259,567 $ 290,554
Cost of sales 61,392 31,406 112,202 56,688
Gross Profit 15,869 72,190 147,365 233,866
Selling, general and administrative expenses 186,755 69,666 358,996 226,051
Income (loss) from operations (170,886) 2,524 (211,631) 7,815
Other (income) expense        
Amortization of debt discount (26,376) (4,142) 78,055 4,142
Interest expense 19,299 503 29,598 503
Total other (income) expense 45,675 4,645 107,653 4,645
Net income (loss) $ (216,561) $ (2,121) $ (319,284) $ 3,170
Net income (loss) per share - basic $ 0.00 $ 0.00 $ 0.00 $ 0.00
Weighted average shares outstanding - basic 67,082,130 64,512,166 67,082,130 64,512,166
Net income (loss) per share - diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00
Weighted average shares outstanding - diluted 67,082,130 64,512,166 67,082,130 84,519,758

Consolidated Statement of Changes in Stockholder's Deficit

v2.4.0.8
Consolidated Statement of Changes in Stockholder's Deficit (USD $)
Total
Preferred stock
Common stock
Additional paid-in capital
Accumulated deficit
Balance, January 1, 2012 at Dec. 31, 2011 $ (24,099) $ 3 $ 6,451 $ (1,831) $ (28,722)
Balance, January 1, 2012 , shares at Dec. 31, 2011   33,220 64,512,166    
Capital contributed by shareholder 1,542     1,524  
Net loss (25,460)       (25,460)
Balance, September 30, 2014 at Dec. 31, 2012 (48,035) 3 6,451 (307) (54,182)
Balance, January 1, 2012 , shares at Dec. 31, 2012   33,220 64,512,166    
Conversion of preferred stock to common   (3) 17 (14)  
Conversion of preferred stock to common, Shares   (33,220) 174,362    
Common stock issued in settlement of debt     100 (100)  
Common stock issued in settlement of debt, Shares     1,000,000    
Common stock issued with convertible debt     75 (75)  
Common stock issued with convertible debt, Shares     750,000    
Effect of merger and recapitalization 111   65 46  
Effect of merger and recapitalization, Shares     645,602    
Warrants issued with convertible debt 1,297     1,297  
Net loss (111,947)       (111,947)
Balance, September 30, 2014 at Dec. 31, 2013 (158,574)    6,708 847 (166,129)
Balance, September 30, 2014 at Dec. 31, 2013      67,082,130    
Warrants issued with convertible debt 37,294     37,294  
Net loss (319,284)       (319,284)
Balance, September 30, 2014 at Sep. 30, 2014 $ (440,654)    $ 6,708 $ 38,141 $ (485,413)
Balance, September 30, 2014 at Sep. 30, 2014      67,082,130    

Consolidated Statements of Cash Flows

v2.4.0.8
Consolidated Statements of Cash Flows (USD $)
9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Cash Flows From Operating Activities:    
Net (loss) income $ (319,284) $ 3,170
Adjustments to reconcile net (loss) income to net cash used in operating activities    
Amortization of debt discount 78,055 4,142
Stock based compensation      
Depreciation 436   
(Increase) decrease in:    
Accounts receivable (3,683) 1,383
Prepaid expenses 1,265 (1,308)
Increase (decrease) in:    
Accounts payable 137,636 10,434
Net Cash (Used In) Provided by Operating Activities (105,575) 17,821
Cash Flows From Investing Activities    
Purchase of equipment (2,178)   
Net Cash Used By Investing Activities (2,178)   
Cash Flows From Financing Activities:    
Payments of loans payable (1,112)   
Proceeds from loans payable 52,492   
Proceeds from convertible promissory notes 55,000   
Payment on Note Payable    (5,555)
Net Cash Provided By Financing Activities 106,380 (5,555)
Net Change in Cash (1,373) 12,266
Cash at beginning of period 1,416   
Cash at end of period 43 12,266
Supplemental disclosures of cash flow information:    
Cash paid for interest      
Cash paid for taxes      
Supplemental disclosures of non-cash investing and financing activities:    
Debt discount on convertible debentures $ 37,299 $ 76,429

Basis of Presentation

v2.4.0.8
Basis of Presentation
9 Months Ended
Sep. 30, 2014
Basis of Presentation [Abstract]  
BASIS OF PRESENTATION

Note 1 – BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended December 31, 2013 and notes thereto contained in the Company’s registration Statement filed September 18, 2014 on Form S-1/A.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Summary of Significant Accounting Policies

v2.4.0.8
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2014
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Going Concern

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2014, the Company has an accumulated deficit of $485,413. The company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might arise from this uncertainty.

 

Net income (loss) per Common Share

 

Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period.

 

Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  

 

Since the Company reflected net income for the nine months ended September 30, 2013, and losses for the three and nine months ended September 30, 2014 and the three months ended September 30, 2013, the Company has presented separate computations of basic and diluted income per share for all periods. However, the amounts reflected for those periods with losses do not reflect the effect of common stock equivalents due to their anti-dilutive effect.

 

Recent Accounting Pronouncements

 

No new accounting pronouncements issued or effective during the fiscal year has had or is expected to have a material impact on the financial statements. 

Convertible Promissory Notes

v2.4.0.8
Convertible Promissory Notes
9 Months Ended
Sep. 30, 2014
Convertible Promissory Notes [Abstract]  
CONVERTIBLE PROMISSORY NOTES

Note 3 – CONVERTIBLE PROMISSORY NOTES

 

Convertible notes payable consists of the following as of September 30, 2014 and December 31, 2013

 

Description   September 30,
2014
    December 31,
2013
 
In connection with the SEA, the Company assumed three convertible promissory notes for an aggregate of $13,670, net of debt discount. The notes mature on September 14, 2014 and accrue interest at a rate of 12% per annum. The note principal is convertible at a price of $.00382 per share. At issuance the fair market value of the Company’s common stock was $.013 per share. The conversion feature of the note is considered beneficial to the investor due to the conversion price for the convertible note being lower than the fair market value of the common stock on the date the note was issued. The beneficial conversion feature was recorded at the debt’s inception as a discount of the debt of $76,429 and is being amortized over the lives of the convertible debt. Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $53,231 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $0 and $0, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2014 and 2013 was $6,859 and $0, respectively. 
  
One of the holders of the convertible promissory notes with a principal value of $25,476, entered into note purchase and assignment agreements whereby half of the principal of the note was assigned to two separate note holders. The original note was substituted and replaced by two amended and restated 12% convertible promissory notes with restated principal amounts of $12,738 each. All other terms of the original note remain in effect.
  $ 76,429       76,429  
                 

In connection with the SEA, the Company assumed a convertible note for an aggregate of $36,363, net of debt discount. The note matures on November 7, 2014 and interest accrues at a rate of 20% per annum. The note principal is convertible into common stock at the rate of $.001 per share or 50 million shares of the Company’s common stock but such conversion can only take effect upon default of the note. The note is secured by 59,400,000 shares of the Company’s common stock. In conjunction with the note the Company issued 750,000 shares of restricted common stock and 1,000,000 common stock purchase warrants exercisable for twelve months at $.10 per warrant for one share of Company common stock. 
  
The relative fair value of the common stock and warrants at the debt’s inception of $6,884 and $9,121, respectively were recorded as a discount to the debt and are being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 606.16%; no dividend yield; and a risk free interest rate of 0.11%. Amortization of debt discount during the nine months ended September 30, 2014and 2013 was $13,637 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $0 and $13,637, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $7,480 and $0, respectively.
    50,000       50,000  

 

On November 17, 2013, the Company issued a $10,000 convertible promissory note. The note matures on May 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $1,297 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 608.68%; no dividend yield; and a risk free interest rate of 0.13%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $649 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $544 and $979, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $898 and $0, respectively.
    10,000       10,000  

 

On January 20, 2014, the Company issued a $5,000 convertible promissory note. The note matures on August 1, 2015 and accrues interest at a rate of 6% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 50,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $651 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 588.26%; no dividend yield; and a risk free interest rate of 0.11%.

 

Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $295 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $356 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $58 and $0, respectively.

    5,000       -  
                 

On February 13, 2014, the Company issued two $5,000 convertible promissory notes. The notes mature on May 31, 2015 and accrue interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.29%; no dividend yield; and a risk free interest rate of 0.12%.

 

Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $1,612 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $1,712 and $0, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2014 and 2013 was $152 and $0, respectively.

    10,000       -  

 

On March 10, 2014, the Company issued a $10,000 convertible promissory note. The note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.26%; no dividend yield; and a risk free interest rate of 0.12%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $1,060 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $2,264 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $671 and $0, respectively.
    10,000       -  
                 
On April 17, 2014, the Company issued a $10,000 convertible promissory note. The note matures on October 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,000 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 444.14%; no dividend yield; and a risk free interest rate of 0.11%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $4,011 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $3,989 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014and 2013 was $848 and $0, respectively.
    10,000       -  
                 
On May 29, 2014, the Company issued a $10,000 convertible promissory note. The note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 290.82%; no dividend yield; and a risk free interest rate of 0.10%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $4,211 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $4,189 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $408 and $0, respectively.
    10,000       -  
                 
On July 7, 2014, the Company issued a $10,000 convertible promissory note. The note matures on July 7, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 290.82%; no dividend yield; and a risk free interest rate of 0.12%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $2,000 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $6,400 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $279 and $0, respectively.
    10,000          
                 
Total convertible notes payable     191,429       136,429  
Less discounts     131,029       93,731  
Add amortization     103,725       25,670  
Convertible notes net of discount     164,125       68,369  
Less net of current portion     154,175       68,369  
Convertible notes, net of  non-current   $ 9,950       -  

Warrants

v2.4.0.8
Warrants
9 Months Ended
Sep. 30, 2014
Warrants [Abstract]  
WARRANTS

Note 4 – WARRANTS

 

On January 20, 2014, the Company issued 50,000 warrants with an exercise price of $0.125 per share in conjunction with a $5,000 convertible promissory note. The warrants are exercisable at any time for one year following the execution of the agreement.

 

On February 13, 2014, the Company issued 100,000 warrants with an exercise price of $0.125 per share in conjunction with two $5,000 convertible promissory notes. The warrants are exercisable at any time for one year following the execution of the agreement.

 

On March 10, 2014, the Company issued 100,000 warrants with an exercise price of $0.125 per share in conjunction with a $10,000 convertible promissory note. The warrants are exercisable at any time for one year following the execution of the agreement.

 

On April 17, 2014, the Company issued 100,000 warrants with an exercise price of $0.125 per share in conjunction with a $10,000 convertible promissory note. The warrants are exercisable at any time for one year following the execution of the agreement.

 

On May 29, 2014, the Company issued 100,000 warrants with an exercise price of $0.125 per share in conjunction with a $10,000 convertible promissory note. The warrants are exercisable at any time for one year following the execution of the agreement.

 

On July 7, 2014, the Company issued 100,000 warrants with an exercise price of $0.125 per share in conjunction with a $10,000 convertible promissory note. The warrants are exercisable at any time for one year following the execution of the agreement.

 

Outstanding share purchase warrants consisted of the following as of September 30, 2014and December 31, 2013:

 

Expiration Date   Exercise 
price per 
share
    Balance 
December 31, 
2013
    Issued     Exercised     Balance
September 30,
2014
 
November 7, 2014   $ 0.10       1,000,000       -       -       1,000,000  
November 17, 2014   $ 0.125       100,000       -       -       100,000  
January 20, 2015   $ 0.125       -       50,000       -       50,000  
February 13, 2015   $ 0.125       -       100,000       -       100,000  
March 10, 2015   $ 0.125       -       100,000       -       100,000  
April 17, 2015   $ 0.125               100,000               100,000  
May 29, 2015   $ 0.125               100,000               100,000  
July 7, 2015   $ 0.150               100,000               100,000  
Total Warrants Outstanding             1,100,000       550,000       -       1,650,000  
                                         
Weighted average exercise price           $ 0.102     $ 0.125             $ 0.110  
Average remaining contractual term (years)             0.87                       0.42  
 

Related Party Transactions

v2.4.0.8
Related Party Transactions
9 Months Ended
Sep. 30, 2014
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

 

Note 5– RELATED PARTY TRANSACTIONS

 

In September 2014, the Company received a loan of $1,750 from a relative of the CEO. The loan is unsecured and bears interest at 8% and is due upon demand.

Subsequent Events

v2.4.0.8
Subsequent Events
9 Months Ended
Sep. 30, 2014
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 6 – SUBSEQUENT EVENTS

 

On October 1, 2014, the Company received a loan of $1,000 from a relative of the CEO. The loan is unsecured and bears interest at 8% and is due upon demand.

 

On October 26, 2014, three convertible note holders converted $34,380 in principal into 9,000,000 shares of the Company’s common stock in accordance with their note agreements.

 

On November 4, 2014, the Company issued 125,000 units to an investor for cash proceeds of $12,500. Each unit consists of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock at an exercise price of $0.25 per share. The warrant expires on December 31, 2017.

 

On November 13, 2014, the Company entered into a Note Restructure Agreement whereby the Company and a note holder agreed to extend a Senior Secured Convertible Promissory Note in the amount of $50,000 and with an original maturity date of November 7, 2014 until June 30, 2015. In consideration for extension of the due date of the note, the Company agreed to issue to the note holder 1,000,000 shares of the Company’s restricted common stock and to pay $3,750 in interest, of which it is in arrears, in three equal monthly payments of $1,250 starting on November 30, 2014, and to make scheduled future quarterly interest payments of $2,500 on February 7, 2015 and May 7, 2015.

Summary of Significant Accounting Policies (Policies)

v2.4.0.8
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2014
Summary of Significant Accounting Policies [Abstract]  
Going Concern

Going Concern

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2014, the Company has an accumulated deficit of $485,413. The company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might arise from this uncertainty.

Net income (loss) per Common Share

Net income (loss) per Common Share

 

Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period.

 

Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  

 

Since the Company reflected net income for the nine months ended September 30, 2013, and losses for the three and nine months ended September 30, 2014 and the three months ended September 30, 2013, the Company has presented separate computations of basic and diluted income per share for all periods. However, the amounts reflected for those periods with losses do not reflect the effect of common stock equivalents due to their anti-dilutive effect.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

No new accounting pronouncements issued or effective during the fiscal year has had or is expected to have a material impact on the financial statements.

Convertible Promissory Notes (Tables)

v2.4.0.8
Convertible Promissory Notes (Tables)
9 Months Ended
Sep. 30, 2014
Convertible Promissory Notes [Abstract]  
Schedule of Convertible notes payable

Description   September 30,
2014
    December 31,
2013
 
In connection with the SEA, the Company assumed three convertible promissory notes for an aggregate of $13,670, net of debt discount. The notes mature on September 14, 2014 and accrue interest at a rate of 12% per annum. The note principal is convertible at a price of $.00382 per share. At issuance the fair market value of the Company’s common stock was $.013 per share. The conversion feature of the note is considered beneficial to the investor due to the conversion price for the convertible note being lower than the fair market value of the common stock on the date the note was issued. The beneficial conversion feature was recorded at the debt’s inception as a discount of the debt of $76,429 and is being amortized over the lives of the convertible debt. Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $53,231 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $0 and $0, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2014 and 2013 was $6,859 and $0, respectively. 
  
One of the holders of the convertible promissory notes with a principal value of $25,476, entered into note purchase and assignment agreements whereby half of the principal of the note was assigned to two separate note holders. The original note was substituted and replaced by two amended and restated 12% convertible promissory notes with restated principal amounts of $12,738 each. All other terms of the original note remain in effect.
  $ 76,429       76,429  
                 

In connection with the SEA, the Company assumed a convertible note for an aggregate of $36,363, net of debt discount. The note matures on November 7, 2014 and interest accrues at a rate of 20% per annum. The note principal is convertible into common stock at the rate of $.001 per share or 50 million shares of the Company’s common stock but such conversion can only take effect upon default of the note. The note is secured by 59,400,000 shares of the Company’s common stock. In conjunction with the note the Company issued 750,000 shares of restricted common stock and 1,000,000 common stock purchase warrants exercisable for twelve months at $.10 per warrant for one share of Company common stock. 
  
The relative fair value of the common stock and warrants at the debt’s inception of $6,884 and $9,121, respectively were recorded as a discount to the debt and are being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 606.16%; no dividend yield; and a risk free interest rate of 0.11%. Amortization of debt discount during the nine months ended September 30, 2014and 2013 was $13,637 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $0 and $13,637, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $7,480 and $0, respectively.
    50,000       50,000  

 

On November 17, 2013, the Company issued a $10,000 convertible promissory note. The note matures on May 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $1,297 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 608.68%; no dividend yield; and a risk free interest rate of 0.13%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $649 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $544 and $979, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $898 and $0, respectively.
    10,000       10,000  

 

On January 20, 2014, the Company issued a $5,000 convertible promissory note. The note matures on August 1, 2015 and accrues interest at a rate of 6% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the note, the Company issued 50,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $651 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 588.26%; no dividend yield; and a risk free interest rate of 0.11%.

 

Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $295 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $356 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $58 and $0, respectively.

    5,000       -  
                 

On February 13, 2014, the Company issued two $5,000 convertible promissory notes. The notes mature on May 31, 2015 and accrue interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.29%; no dividend yield; and a risk free interest rate of 0.12%.

 

Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $1,612 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $1,712 and $0, respectively. Interest expense recorded on the convertible notes for the nine months ended September 30, 2014 and 2013 was $152 and $0, respectively.

    10,000       -  

 

On March 10, 2014, the Company issued a $10,000 convertible promissory note. The note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $3,324 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 600.26%; no dividend yield; and a risk free interest rate of 0.12%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $1,060 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $2,264 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $671 and $0, respectively.
    10,000       -  
                 
On April 17, 2014, the Company issued a $10,000 convertible promissory note. The note matures on October 17, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,000 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 444.14%; no dividend yield; and a risk free interest rate of 0.11%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $4,011 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $3,989 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014and 2013 was $848 and $0, respectively.
    10,000       -  
                 
On May 29, 2014, the Company issued a $10,000 convertible promissory note. The note matures on December 10, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 290.82%; no dividend yield; and a risk free interest rate of 0.10%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $4,211 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $4,189 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $408 and $0, respectively.
    10,000       -  
                 
On July 7, 2014, the Company issued a $10,000 convertible promissory note. The note matures on July 7, 2015 and accrues interest at a rate of 12% per annum. The note principal and interest are convertible at a price of $.10 per share. In conjunction with the notes, the Company issued 100,000 common stock purchase warrants exercisable for twelve months at a price of $.125 per share. The relative fair value of the warrants at inception of $8,400 was recorded as a discount to the debt and is being amortized to debt discount over the life of the debt. The fair value of the warrants was calculated using the Black-Scholes option pricing model with the following assumptions: expected life of 1.0 years; volatility of 290.82%; no dividend yield; and a risk free interest rate of 0.12%. 
  
Amortization of debt discount during the nine months ended September 30, 2014 and 2013 was $2,000 and $0, respectively and the unamortized discount at September 30, 2014 and December 31, 2013 was $6,400 and $0, respectively. Interest expense recorded on the convertible note for the nine months ended September 30, 2014 and 2013 was $279 and $0, respectively.
    10,000          
                 
Total convertible notes payable     191,429       136,429  
Less discounts     131,029       93,731  
Add amortization     103,725       25,670  
Convertible notes net of discount     164,125       68,369  
Less net of current portion     154,175       68,369  
Convertible notes, net of  non-current   $ 9,950       -  

Warrants (Tables)

v2.4.0.8
Warrants (Tables)
9 Months Ended
Sep. 30, 2014
Warrants [Abstract]  
Schesule of outstanding share purchase warrants


Expiration Date   Exercise 
price per 
share
    Balance 
December 31, 
2013
    Issued     Exercised     Balance
September 30,
2014
 
November 7, 2014   $ 0.10       1,000,000       -       -       1,000,000  
November 17, 2014   $ 0.125       100,000       -       -       100,000  
January 20, 2015   $ 0.125       -       50,000       -       50,000  
February 13, 2015   $ 0.125       -       100,000       -       100,000  
March 10, 2015   $ 0.125       -       100,000       -       100,000  
April 17, 2015   $ 0.125               100,000               100,000  
May 29, 2015   $ 0.125               100,000               100,000  
July 7, 2015   $ 0.150               100,000               100,000  
Total Warrants Outstanding             1,100,000       550,000       -       1,650,000  
                                         
Weighted average exercise price           $ 0.102     $ 0.125             $ 0.110  
Average remaining contractual term (years)             0.87                       0.42  
 

Summary of Significant Accounting Policies (Details)

v2.4.0.8
Summary of Significant Accounting Policies (Details) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Summary of Significant Accounting Policies [Abstract]    
Accumulated deficit $ (485,413) $ (166,129)

Convertible Promissory Notes (Details)

v2.4.0.8
Convertible Promissory Notes (Details) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Short-term Debt [Line Items]    
Total convertible notes payable $ 191,429 $ 136,429
Less discounts 131,029 93,731
Add amortization 103,725 25,670
Convertible notes net of discount 164,125 68,369
Less net of current portion 154,175 68,369
Convertible notes, net of non-current 9,950   
Convertible notes payable mature date on September 14, 2014 [Member]
   
Short-term Debt [Line Items]    
Total convertible notes payable 76,429 76,429
Convertible notes payable mature date on November 7, 2014 [Member]
   
Short-term Debt [Line Items]    
Total convertible notes payable 50,000 50,000
Convertible notes payable mature date on May 17, 2015 [Member]
   
Short-term Debt [Line Items]    
Total convertible notes payable 10,000 10,000
Convertible notes payable mature date on August 1, 2015 [Member]
   
Short-term Debt [Line Items]    
Total convertible notes payable 5,000   
Convertible notes payable mature date on May 31, 2015 [Member]
   
Short-term Debt [Line Items]    
Total convertible notes payable 10,000   
Convertible notes payable mature date on December 10, 2015 [Member]
   
Short-term Debt [Line Items]    
Total convertible notes payable 10,000   
Convertible notes payable mature date on October 17, 2015 [Member]
   
Short-term Debt [Line Items]    
Total convertible notes payable 10,000   
Convertible notes payable mature date on December 10, 2015 [Member]
   
Short-term Debt [Line Items]    
Total convertible notes payable 10,000   
Convertible notes payable mature date on July 7, 2015 [Member]
   
Short-term Debt [Line Items]    
Total convertible notes payable $ 10,000   

Convertible Promissory Notes (Details Textual)

v2.4.0.8
Convertible Promissory Notes (Details Textual) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Dec. 31, 2013
Short-term Debt [Line Items]          
Common stock, par value $ 0.0001   $ 0.0001   $ 0.0001
Amortization of debt discount $ 26,376 $ 4,142 $ (78,055) $ (4,142)  
Debt instrument, Unamortized discount 131,029   131,029   93,731
Convertible notes payable mature date on September 14, 2014 [Member]
         
Short-term Debt [Line Items]          
Convertible promissory notes 13,670   13,670    
Debt instrument, Maturity date     Sep. 14, 2014    
Debt instrument, Interest rate 12.00%   12.00%    
Debt instrument, Conversion price $ 0.00382   $ 0.00382    
Common stock, par value $ 0.013   $ 0.013    
Debt instrument, Convertible, Beneficial conversion feature     76,429    
Amortization of debt discount     53,231 0  
Debt instrument, Unamortized discount 0   0   0
Interest expense, Debt     6,859 0  
Debt instrument, Principal value     25,476    
Debt conversion, Principal amounts, Amount     12,738    
Convertible notes payable mature date on November 7, 2014 [Member]
         
Short-term Debt [Line Items]          
Convertible promissory notes 36,363   36,363    
Debt instrument, Maturity date     Nov. 07, 2014    
Debt instrument, Interest rate 20.00%   20.00%    
Common stock, par value $ 0.001   $ 0.001    
Fair value of warrants     6,884 9,121  
Amortization of debt discount     13,637 0  
Debt instrument, Unamortized discount 0   0   13,637
Interest expense, Debt     7,480 0  
Stock issued during period, Shares, Other     59,400,000    
Exercise price per share $ 0.10   $ 0.10    
Expected life     1 year    
Expected volatility     606.16%    
Dividend yield           
Risk-free interest rate     0.11%    
Convertible notes payable mature date on November 7, 2014 [Member] | Restricted stock [Member]
         
Short-term Debt [Line Items]          
Purchase of warrants exercisable     750,000    
Convertible notes payable mature date on November 7, 2014 [Member] | Common stock [Member]
         
Short-term Debt [Line Items]          
Purchase of warrants exercisable     1,000,000    
Convertible notes payable mature date on May 17, 2015 [Member]
         
Short-term Debt [Line Items]          
Convertible promissory notes 10,000   10,000    
Debt instrument, Maturity date     May 17, 2015    
Debt instrument, Interest rate 12.00%   12.00%    
Debt instrument, Conversion price $ 0.10   $ 0.10    
Fair value of warrants     1,297    
Amortization of debt discount     649 0  
Debt instrument, Unamortized discount 544   544   979
Interest expense, Debt     898 0  
Exercise price per share $ 0.125   $ 0.125    
Expected life     1 year    
Expected volatility     608.68%    
Dividend yield           
Risk-free interest rate     0.13%    
Convertible notes payable mature date on May 17, 2015 [Member] | Common stock [Member]
         
Short-term Debt [Line Items]          
Purchase of warrants exercisable     100,000    
Convertible notes payable mature date on August 1, 2015 [Member]
         
Short-term Debt [Line Items]          
Convertible promissory notes 5,000   5,000    
Debt instrument, Maturity date     Aug. 01, 2015    
Debt instrument, Interest rate 6.00%   6.00%    
Debt instrument, Conversion price $ 0.10   $ 0.10    
Fair value of warrants     651    
Amortization of debt discount     295 0  
Debt instrument, Unamortized discount 356   356   0
Interest expense, Debt     58 0  
Exercise price per share $ 0.125   $ 0.125    
Expected life     1 year    
Expected volatility     588.26%    
Dividend yield           
Risk-free interest rate     0.11%    
Convertible notes payable mature date on August 1, 2015 [Member] | Common stock [Member]
         
Short-term Debt [Line Items]          
Purchase of warrants exercisable     50,000    
Convertible notes payable mature date on May 31, 2015 [Member]
         
Short-term Debt [Line Items]          
Convertible promissory notes 5,000   5,000    
Debt instrument, Maturity date     May 31, 2015    
Debt instrument, Interest rate 12.00%   12.00%    
Debt instrument, Conversion price $ 0.10   $ 0.10    
Fair value of warrants     3,324    
Amortization of debt discount     1,612 0  
Debt instrument, Unamortized discount 1,712   1,712   0
Interest expense, Debt     152 0  
Exercise price per share $ 0.125   $ 0.125    
Expected life     1 year    
Expected volatility     600.29%    
Dividend yield           
Risk-free interest rate     0.12%    
Convertible notes payable mature date on May 31, 2015 [Member] | Common stock [Member]
         
Short-term Debt [Line Items]          
Purchase of warrants exercisable     100,000    
Convertible notes payable mature date on December 10, 2015 [Member]
         
Short-term Debt [Line Items]          
Convertible promissory notes 10,000   10,000    
Debt instrument, Maturity date     Dec. 10, 2015    
Debt instrument, Interest rate 12.00%   12.00%    
Debt instrument, Conversion price $ 0.10   $ 0.10    
Fair value of warrants     3,324    
Amortization of debt discount     1,060 0  
Debt instrument, Unamortized discount 2,264   2,264   0
Interest expense, Debt     671 0  
Exercise price per share $ 0.125   $ 0.125    
Expected life     1 year    
Expected volatility     600.26%    
Dividend yield           
Risk-free interest rate     0.12%    
Convertible notes payable mature date on December 10, 2015 [Member] | Common stock [Member]
         
Short-term Debt [Line Items]          
Purchase of warrants exercisable     100,000    
Convertible notes payable mature date on October 17, 2015 [Member]
         
Short-term Debt [Line Items]          
Convertible promissory notes 10,000   10,000    
Debt instrument, Maturity date     Oct. 17, 2015    
Debt instrument, Interest rate 12.00%   12.00%    
Debt instrument, Conversion price $ 0.10   $ 0.10    
Fair value of warrants     8,000    
Amortization of debt discount     4,011 0  
Debt instrument, Unamortized discount 3,989   3,989   0
Interest expense, Debt     848 0  
Exercise price per share $ 0.125   $ 0.125    
Expected life     1 year    
Expected volatility     444.14%    
Dividend yield           
Risk-free interest rate     0.11%    
Convertible notes payable mature date on October 17, 2015 [Member] | Common stock [Member]
         
Short-term Debt [Line Items]          
Purchase of warrants exercisable     100,000    
Convertible notes payable mature date on December 10, 2015 [Member]
         
Short-term Debt [Line Items]          
Convertible promissory notes 10,000   10,000    
Debt instrument, Maturity date     Dec. 10, 2015    
Debt instrument, Interest rate 12.00%   12.00%    
Debt instrument, Conversion price $ 0.10   $ 0.10    
Fair value of warrants     8,400    
Amortization of debt discount     4,211 0  
Debt instrument, Unamortized discount 4,189   4,189   0
Interest expense, Debt     408 0  
Exercise price per share $ 0.125   $ 0.125    
Expected life     1 year    
Expected volatility     290.82%    
Dividend yield           
Risk-free interest rate     0.10%    
Convertible notes payable mature date on December 10, 2015 [Member] | Common stock [Member]
         
Short-term Debt [Line Items]          
Purchase of warrants exercisable     100,000    
Convertible notes payable mature date on July 7, 2015 [Member]
         
Short-term Debt [Line Items]          
Convertible promissory notes 10,000   10,000    
Debt instrument, Maturity date     Jul. 07, 2015    
Debt instrument, Interest rate 12.00%   12.00%    
Debt instrument, Conversion price $ 0.10   $ 0.10    
Fair value of warrants     8,400    
Amortization of debt discount     2,000 0  
Debt instrument, Unamortized discount 6,400   6,400   0
Interest expense, Debt     $ 279 $ 0  
Exercise price per share $ 0.125   $ 0.125    
Expected life     1 year    
Expected volatility     290.82%    
Dividend yield           
Risk-free interest rate     0.12%    
Convertible notes payable mature date on July 7, 2015 [Member] | Common stock [Member]
         
Short-term Debt [Line Items]          
Purchase of warrants exercisable     100,000    

Warrants (Details)

v2.4.0.8
Warrants (Details) (USD $)
9 Months Ended
Sep. 30, 2014
May 29, 2014
Apr. 17, 2014
Mar. 10, 2014
Feb. 13, 2014
Jan. 20, 2014
Nov. 17, 2013
Nov. 07, 2013
Class of Warrant or Right [Line Items]                
Number of shares, Beginning Balance 1,100,000 100,000 100,000 100,000 100,000 50,000 100,000 1,000,000
Number of Shares, Warrants issued 550,000              
Number of Shares, Exercisable                 
Number of Shares, Ending Balance 1,650,000 100,000 100,000 100,000 100,000 50,000 100,000 1,000,000
Weighted Average Exercise Price, Beginning Balance $ 0.102              
Weighted Average Exercise Price, Warrants issued $ 0.125              
Weighted Average Exercise Price, Ending Balance $ 0.110              
Weighted Average Remaining Contractual Life, Beginning Balance 10 months 13 days              
Weighted Average Remaining Contractual Life, Ending Balance 5 months 1 day              
November 7, 2014 [Member]
               
Class of Warrant or Right [Line Items]                
Exercise price per share $ 0.10              
Number of shares, Beginning Balance 1,000,000              
Number of Shares, Warrants issued                 
Number of Shares, Exercisable                 
Number of Shares, Ending Balance 1,000,000              
November 17, 2014 [Member]
               
Class of Warrant or Right [Line Items]                
Exercise price per share $ 0.125              
Number of shares, Beginning Balance 100,000              
Number of Shares, Warrants issued                 
Number of Shares, Exercisable                 
Number of Shares, Ending Balance 100,000              
January 20, 2015 [Member]
               
Class of Warrant or Right [Line Items]                
Exercise price per share $ 0.125              
Number of shares, Beginning Balance                 
Number of Shares, Warrants issued 50,000              
Number of Shares, Exercisable                 
Number of Shares, Ending Balance 50,000              
February 13, 2015 [Member]
               
Class of Warrant or Right [Line Items]                
Exercise price per share $ 0.125              
Number of shares, Beginning Balance                 
Number of Shares, Warrants issued 100,000              
Number of Shares, Exercisable                 
Number of Shares, Ending Balance 100,000              
March 10, 2015 [Member]
               
Class of Warrant or Right [Line Items]                
Exercise price per share $ 0.125              
Number of shares, Beginning Balance                 
Number of Shares, Warrants issued 100,000              
Number of Shares, Exercisable                 
Number of Shares, Ending Balance 100,000              
April 17, 2015 [Member]
               
Class of Warrant or Right [Line Items]                
Exercise price per share $ 0.125              
Number of shares, Beginning Balance                 
Number of Shares, Warrants issued 100,000              
Number of Shares, Ending Balance 100,000              
May 29, 2015 [Member]
               
Class of Warrant or Right [Line Items]                
Exercise price per share $ 0.125              
Number of shares, Beginning Balance                 
Number of Shares, Warrants issued 100,000              
Number of Shares, Ending Balance 100,000              
July 7, 2015 [Member]
               
Class of Warrant or Right [Line Items]                
Exercise price per share $ 0.150              
Number of Shares, Warrants issued 100,000              
Number of Shares, Ending Balance 100,000              

Warrants (Details Textual)

v2.4.0.8
Warrants (Details Textual) (USD $)
9 Months Ended 0 Months Ended
Sep. 30, 2014
Dec. 31, 2013
Jul. 07, 2014
Warrant [Member]
May 29, 2014
Warrant [Member]
Apr. 17, 2014
Warrant [Member]
Mar. 10, 2014
Warrant [Member]
Feb. 13, 2014
Warrant [Member]
Jan. 20, 2014
Warrant [Member]
Warrant (Textual)                
Exercise price of warrants     $ 0.125 $ 0.125 $ 0.125 $ 0.125 $ 0.125 $ 0.125
Convertible notes payable $ 191,429 $ 136,429 $ 10,000 $ 10,000 $ 10,000 $ 10,000 $ 5,000 $ 5,000
Number of Shares, Warrants issued 550,000   100,000 100,000 100,000 100,000 100,000 50,000

Related Party Transactions (Details)

v2.4.0.8
Related Party Transactions (Details) (USD $)
Sep. 30, 2014
Related Party Transactions (Textual)  
Received loan from related party $ 1,750
Unsecured and bears interest 8.00%

Subsequent Events (Details)

v2.4.0.8
Subsequent Events (Details) (USD $)
0 Months Ended
Sep. 30, 2014
Dec. 31, 2013
Nov. 13, 2014
Subsequent Event [Member]
Nov. 04, 2014
Subsequent Event [Member]
Oct. 26, 2014
Subsequent Event [Member]
Noteholders
Oct. 01, 2014
Subsequent Event [Member]
Chief Executive Officer [Member]
Subsequent Event [Line Items]            
Unsecured loan           $ 1,000
Interest rate 8.00%         8.00%
Number of convertible note holders         3  
Converted principal amount         34,380  
Debt instrument converted shares         9,000,000  
Shares issued to investor       125,000    
Cash proceeds       12,500    
Warrant description       Each unit consists of one share of the Company's common stock and a warrant to purchase one share of the Company's common stock at an exercise price of $0.25 per share.    
Exercise price of warrants       $ 0.25    
Convertible Promissory Note 191,429 136,429 50,000      
Original maturity date, Start     Nov. 07, 2014      
Original maturity date, End     Jun. 30, 2015      
Shares issued of restricted common stock     1,000,000      
Periodic payment     3,750      
Periodic payment, Principal value     1,250      
Periodic payment, interest     $ 2,500