Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document And Entity Information | |
Entity Registrant Name | FRESH PROMISE FOODS, INC. |
Entity Central Index Key | 1058330 |
Document Type | S-1 |
Document Period End Date | 30-Sep-14 |
Amendment Flag | FALSE |
Entity Filer Category | Smaller Reporting Company |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | |||
Cash | $12,325 | $33,335 | $338 |
Inventory | 9,219 | 0 | 0 |
Total Current Assets | 21,544 | 33,335 | 338 |
Property Plant & Equipment, Net | 25,641 | 828 | |
Deposit | 1,700 | ||
Website Development & Software Purchased | 3,417 | ||
Total Assets | 50,602 | 33,335 | 2,866 |
Current Liabilities | |||
Accounts payable | 235,317 | 236,797 | 259,395 |
Other liabilities | 9,600 | 144 | |
Accrued interest | 29,249 | 32,958 | 2,451 |
Convertible note payable, net of discounts & premiums | 397,205 | 228,615 | 108,013 |
Accrued salaries due officers | 250,820 | 64,000 | |
Amount due former officers under consulting agreements | 47,000 | ||
Convertible note derivative liability | 1,507,338 | 156,549 | |
Loan due related parties | 3,600 | ||
Stock payable for acquisition | 170,648 | 295,318 | |
Total Current Liabilities | 2,423,529 | 936,567 | 665,321 |
Other current liability | |||
Total Liabilities | 2,423,529 | 936,567 | 665,321 |
Common stock - par value $0.00001 475,000,000, 2,000,000,000 shares authorized, 424,887,581, 62,676,958 and 33,752,315 shares outstanding, respectively. | 4,249 | 627 | 330 |
Treasury stock | 208 | ||
Deferred Compensation | -22,500 | ||
Additional Paid in capital | 7,008,810 | 6,704,649 | 6,328,926 |
Accumulated deficit | -9,385,989 | -7,608,511 | -6,969,422 |
Total Stockholders' Deficit | -2,372,927 | -903,232 | -662,455 |
Total Liabilities and Stockholders' Deficit | 50,602 | 33,335 | 2,866 |
Series C Preferred Stock [Member] | |||
Current Liabilities | |||
Preferred stock | 3 | 3 | 3 |
Series B Preferred Stock [Member] | |||
Current Liabilities | |||
Preferred stock |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock, par value | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 2,000,000,000 | 475,000,000 | 475,000,000 |
Common stock, shares outstanding | 424,887,581 | 62,676,958 | 33,752,315 |
Preferred stock, par value | |||
Preferred stock, shares authorized | |||
Preferred stock, shares outstanding | |||
Series C Preferred Stock [Member] | |||
Preferred stock, par value | $0.00 | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding | 308,180 | 308,180 | 341,180 |
Series B Preferred Stock [Member] | |||
Preferred stock, par value | $0 | $0 | $0 |
Preferred stock, shares authorized | 10 | 10 | 10 |
Preferred stock, shares outstanding | 2 | 1 | 1 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Income Statement [Abstract] | ||||||||
Revenues | $64 | $64 | $17,435 | |||||
Cost of Goods Sold | -128 | 3,008 | 2,515 | -2,515 | -36,491 | |||
Gross Margin | 128 | -3,008 | -2,451 | -2,451 | -19,056 | |||
Operating Expenses | ||||||||
Rent | 11,147 | 14,722 | 16,445 | |||||
Professional fees | 108,195 | 67,765 | 241,554 | 276,028 | 299,818 | 454,201 | ||
Office expense | 2,318 | 2,541 | 8,962 | |||||
License and permits | 2,675 | 2,834 | 5,609 | |||||
Impaired asset expense | 628 | |||||||
Investor and public relations | 2,205 | 5,777 | 13,786 | 14,775 | 20,070 | |||
Communication | 2,650 | 4,631 | 2,381 | 3,000 | ||||
Bank services | 683 | 921 | 681 | 796 | ||||
Travel and entertainment | 8,377 | 3,809 | 15,690 | 6,978 | 11,965 | |||
General and administrative expense | 27,530 | 50,228 | 9,405 | 401,779 | ||||
Payroll and related expense | 27,000 | 337,668 | 95,125 | |||||
Depreciation | 100 | 200 | 200 | |||||
Stock based compensation | 2,950 | 29,570 | 29,570 | 3,062,015 | ||||
Advertising and promotion | 338 | |||||||
Other miscellaneous expenses | 330 | 395 | ||||||
Total Operating Expenses | 190,105 | 80,456 | 684,691 | 342,804 | 476,524 | 3,934,440 | ||
Loss from operations | -189,977 | -80,456 | -687,699 | -345,255 | -478,975 | -3,953,496 | ||
Other expenses | ||||||||
(Gain) loss on note settlement | 49 | 106,242 | ||||||
Debt forgiveness (income) | -22,000 | -8,000 | -3,750 | |||||
(Gain) on Change in value of derivative liability | 850,080 | -69,508 | 477,585 | -149,757 | -679,347 | |||
Derivative liability expense | 144,873 | 7,472 | 378,166 | 40,874 | 395,296 | |||
(Gain) Loss on stock Issuance | -42,064 | 18,500 | -93,064 | 48,200 | 109,600 | 262,500 | ||
(Gain) loss on note conversion | -4,650 | 670 | 48 | 106,242 | ||||
Loss on Impairment | 628 | 628 | ||||||
Other expense - other | -97 | |||||||
Interest/financing expense | 86,886 | 8,344 | ||||||
Amortization of debt discount | 255,625 | 30,013 | ||||||
Loss on debt settlement | 320,688 | |||||||
Loyalty expense | 707,450 | |||||||
Interest expense | 154,439 | 53,302 | 348,520 | 162,302 | ||||
Total Other Expenses | 1,102,678 | 10,394 | 1,089,780 | 102,247 | 160,109 | 1,431,487 | ||
Loss before provision for income tax | -1,292,655 | -90,850 | -1,777,479 | -447,502 | -639,084 | -5,384,983 | ||
Provision for income tax | ||||||||
Net Loss | ($1,292,655) | ($90,850) | ($1,777,479) | ($447,502) | ($639,084) | ($5,384,983) | ||
Net Loss per share: Basic and Diluted | $0 | $0 | $0 | $0 | ($0.02) | ($0.62) | ||
Weighted Average Number of Shares Outstanding: Basic and diluted | 239,203,220 | 43,089,661 | 139,897,770 | 32,679,708 | 37,481,275 | [1] | 8,643,346 | [1] |
[1] | 2012 Weighted Average Shares Outstanding have been adjusted for 1 for 100 reverse stock split |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ||
Weighted average shares outstanding adjusted for reverse stock split | 1 for 100 | 1 for 100 |
Consolidated_Statement_of_Shar
Consolidated Statement of Shareholders' Deficit (USD $) | Common Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2011 | $43,312 | $10,000 | $56,638 | $1,556,450 | ($1,584,439) | $81,961 | |||
Balance, shares at Dec. 31, 2011 | 433,118 | 10,000,000 | |||||||
Stock issued for services | 8,070 | 606,445 | 614,515 | ||||||
Stock issued for services, shares | 3,813,000 | ||||||||
Preferred Stock sold for cash | 13,000 | ||||||||
Preferred Stock sold for cash, shares | 5,200 | ||||||||
Correction of shares outstanding | 1,965 | -1,965 | |||||||
Correction of shares outstanding, shares | 34,500 | ||||||||
Stock issued for debt conversion | 17,422 | 29,688 | 47,110 | ||||||
Stock issued for debt conversion, shares | 174,220 | ||||||||
Stock issued for note payable sweetener | 100 | 1,900 | 2,000 | ||||||
Stock issued for note payable sweetener, shares | 1,000 | ||||||||
Cancellation of previously issued stock | -35,879 | 35,879 | |||||||
Stock issued against stock payable | 14,975 | 80,643 | 95,618 | ||||||
Stock issued against stock payable, shares | 5,357,150 | ||||||||
Adjustment for change in par value | -76,775 | -9,900 | -20,551 | 107,226 | |||||
Preferred C stock issued for services | 132,500 | -22,500 | 110,000 | ||||||
Preferred C stock issued for services, shares | 53,000 | ||||||||
Common stock issued to director for control | 20,000 | 2,580,000 | 2,600,000 | ||||||
Common stock issued to director for control, shares | 20,000,000 | ||||||||
Preferred C stock issued for cash at $2.50 per share | 13,000 | 13,000 | |||||||
Preferred C stock issued for cash at $2.50 per share, shares | 5,200 | ||||||||
Preferred B Stock issued to an officer and director for control services | 1 | ||||||||
Common stock issued for debt conversion | 3,939 | 42,393 | 46,332 | ||||||
Common stock issued for debt conversion, shares | 3,939,327 | ||||||||
Loss on issuance of stock against stock payable | 262,500 | -262,500 | |||||||
Loss on stock issued for convertible notes | 106,242 | 106,242 | |||||||
Retired Preferred Series A stock | -100 | 100 | |||||||
Retired Preferred Series A stock, shares | -10,000,000 | ||||||||
Intrinsic value of beneficial conversion feature of convertible note | 35,800 | 35,800 | |||||||
Preferred C stock issued to prior stockholders as a loyalty gift | 3 | 707,447 | 707,450 | ||||||
Preferred C stock issued to prior stockholders as a loyalty gift, shares | 282,980 | ||||||||
Net loss | -5,384,983 | -5,384,983 | |||||||
Balance at Dec. 31, 2012 | 33,008 | 3 | 208 | 6,296,248 | -22,500 | -6,969,422 | -662,455 | ||
Balance, shares at Dec. 31, 2012 | 33,752,315 | 1 | 341,180 | ||||||
Stock issued for services | 2,257 | 27,313 | 29,570 | ||||||
Stock issued for services, shares | 2,256,982 | ||||||||
Adjust of prior period | 934 | 139 | -454 | -5 | 614 | ||||
Adjust of prior period, shares | 190,879 | 1 | |||||||
Adjust for reverse stock split | -36,066 | 36,066 | |||||||
Discount on convertible note | 13,000 | 13,000 | |||||||
Cancellation of service contracts | -22,500 | 22,500 | |||||||
Cancellation of service contracts, shares | -35,000 | ||||||||
Cancellation of stock issued to management | -20,000 | 20,000 | |||||||
Cancellation of stock issued to management, shares | -20,000,000 | ||||||||
Fractional shares issued in reverse stock split | 1 | 1 | |||||||
Fractional shares issued in reverse stock split, shares | 653 | ||||||||
Preferred Stock sold for cash | 5,000 | 5,000 | |||||||
Preferred Stock sold for cash, shares | 2,000 | ||||||||
Stock issued for debt conversion | 12,989 | 103,210 | 116,199 | ||||||
Stock issued for debt conversion, shares | 28,676,129 | ||||||||
Stock issued under financing agreement | 7,504 | 226,766 | 234,270 | ||||||
Stock issued under financing agreement, shares | 17,800,000 | ||||||||
Write off lost treasury stock | -347 | -347 | |||||||
Loss on issuance of stock against stock payable | -109,600 | ||||||||
Net loss | -639,084 | -639,084 | |||||||
Balance at Dec. 31, 2013 | $627 | $0 | $0 | $3 | $0 | $6,704,649 | $0 | ($7,608,511) | ($903,232) |
Balance, shares at Dec. 31, 2013 | 62,676,958 | 0 | 2 | 308,180 | 0 |
Consolidated_Statement_of_Shar1
Consolidated Statement of Shareholders' Deficit (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Statement of Stockholders' Equity [Abstract] | |
Preferred stock, per share | $2.50 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
OPERATING ACTIVITIES | ||||
Net loss from operations | ($1,777,479) | ($447,502) | ($639,084) | ($5,384,983) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization of debt discount | 288,821 | 101,328 | 255,625 | 30,013 |
Change in value of derivative liability | 477,585 | -149,757 | -679,347 | |
Derivative liability expense | 378,166 | 40,874 | 395,296 | |
Debt forgiveness | -22,000 | -10,508 | -3,750 | |
Other expenses - other | -97 | |||
Decrease in rental deposit | 1,700 | 1,700 | ||
(Gain) Loss on stock issuance | -93,064 | 48,200 | 109,600 | 262,500 |
Notes issued for professional services | 124,500 | 169,500 | ||
Issuance of preferred stock for loyalty | 707,450 | |||
Loss on debt settlement | 320,688 | |||
Other current asset | 112,356 | |||
Premium expense | 48,912 | 48,912 | ||
Stock-based compensation | 2,950 | 29,570 | 29,570 | 3,062,015 |
Other current liability | 103,136 | |||
Impairment of asset expense | 628 | |||
Loss on note conversion | 670 | 48 | 106,242 | |
Amount due current and former officer | -47,000 | |||
Depreciation | 200 | 200 | 483 | |
Loss on Impairment | 628 | |||
Non-cash interest expense, net | 41 | |||
Changes in assets and liabilities | ||||
(increase) in accounts receivable | -2,816 | |||
Accrued salaries | 186,828 | 64,000 | ||
Decrease in other liabilities | 76,974 | |||
Settlement of amounts due current and former officer | 56,600 | |||
Accounts and other receivables | 3,211 | |||
Customer deposits | 144 | |||
Stock payable | 47,831 | |||
Prepaid expense | 334,263 | |||
(Increase) in inventory | 21,925 | |||
Increase (decrease) in accounts payable | -1,480 | 1,510 | -22,598 | 309,601 |
Increase in accrued interest | -3,709 | 10,733 | 29,065 | 3,345 |
Advances from related parties | 3,600 | 436 | ||
Cash flow from operating activities | -391,387 | -114,295 | -190,753 | -179,022 |
INVESTING ACTIVITIES | ||||
PP&E | -25,641 | |||
Website development | -3,417 | |||
Cash flow from investing activities | -29,058 | |||
FINANCING ACTIVITIES | ||||
Repayment of convertible notes | -10,250 | |||
Proceeds from note payable | 399,435 | 182,250 | 229,000 | 150,800 |
Proceeds from stock sale | 5,000 | 5,000 | 13,000 | |
Cash flow from financing | 399,435 | 187,250 | 223,750 | 163,800 |
Net change in cash | -21,010 | 72,955 | 32,997 | -15,222 |
Beginning cash | 33,335 | 338 | 338 | 15,560 |
Ending Cash | 12,325 | 73,293 | 33,335 | 338 |
Supplemental Disclosure of Interest and Income Taxes Paid | ||||
Interest paid during the period | ||||
Income taxes paid during the period | ||||
Non-Cash Investing and Financing Activities: | ||||
Record derivative liability on notes | 1,350,789 | 279,174 | ||
Conversion of note to common stock | 0 | 171,550 | 116,199 | 53,000 |
Stock issued to settle note payable | 31,250 | |||
Stock issued for debt settlement | 284,917 | |||
Issuance of stock for deferred compensation | 22,500 | |||
Initial valuation of debt discount | 35,800 | |||
Issuance of promissory note for accrued expenses | 154,500 | 169,500 | 11,193 | |
Issuance of shares under stock payable agreement | $170,648 | $51,800 | $124,600 | $37,430 |
Nature_of_Business
Nature of Business | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NOTE 1 – NATURE OF BUSINESS |
Stakool, Inc. was incorporated in the State of Delaware under the name, PLR, Inc. in 1993, and went through a series of name changes and reorganizations. In November 1997 the Company moved its domicile to the State of Nevada. Through 2008 several additional name changes were made. On August 21, 2008, the Company changed its name to Hybid Hospitality, Inc. | |
On June 16, 2011, Stakool entered into a Letter of Intent of Sale and Purchase with Anthus Life Corp., a privately held Nevada corporation (“Anthus Life”). | |
On July 20, 2011, Stakool and Anthus Life executed an Agreement of Sale and Purchase whereby Anthus Life received 77,588,470 shares of 79,388,470 issued and outstanding shares of Stakool common stock, as well as 10,000,000 Preferred Shares of Stakool in exchange for scheduled payments, totaling $350,000 and 1,300,000 shares of Stakool common stock the “Agreement of Sale and Purchase”). The parties amended the Agreement of Purchase and Sale as of January 19, 2012, providing, among other things, for the issuance of an additional 2,650,000 shares of Stakool common stock to certain parties. All stock has been issued under the Agreement of Sale and Purchase and, as of December 31, 2012, $355,000 has been paid. | |
Anthus Life Corp. was incorporated in Nevada on June 4, 2009. Anthus was a developer and manufacturer of natural and organic food products packaged for consumer consumption. The Company had one product line in the natural food category. In 2013 the Company terminated its production of products due to a lack of working capital. However as additional funds have been secured by the new management team, production will resume in the near future. | |
On March 15, 2013 all officers and directors resigned from the Company and Mr. Joseph C. Canouse was appointed President, Chief Executive Officer, and Director. On April 20, 2013 Mr. Kevin P. Quirk joined the Company and was appointed President, Chief Executive Officer. Mr. Canouse, who continued as a Director, assumed the title of Chief Financial Officer. | |
Effective August 5, 2013 the Company completed a 1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. Fractional shares produced as a result of this reverse stock split were rounded up to the next whole share. The consolidated financial statements have been retroactively adjusted to reflect this reverse stock split. | |
On September 26, 2013 the name of the Company was changed to Fresh Promise Foods, Inc. and the Company also reduced the number of authorized shares of common stock from four billion (4,000,000,000) to four hundred seventy five million (475,000,000). | |
The company is headquartered in Alpharetta, Georgia and currently in the process of developing new health frood products and seeking acquisition opportunities. |
Nature_of_Business_and_Summary
Nature of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | NOTE 1 – Nature of Business and Summary of Significant Accounting policies |
Nature of Business | |
Fresh Promise Foods is a consumer products and marketing company focused on the high-margin multi-billion dollar health and wellness food and beverage sectors. Under its wholly owned subsidiary, Harvest Soul Inc., the Company is building a production facility in Atlanta, Ga. and will be launching a new brand and category in the organic, all-natural juice category. | |
On March 15, 2013 all officers and directors resigned from the Company and Mr. Joseph C. Canouse was appointed President, Chief Executive Officer, and Director. | |
On April 17, 2013 Mr. Kevin P. Quirk joined the Company and was appointed President, Chief Executive Officer. Mr. Canouse, who continued as a Director, assumed the title of Chief Financial Officer. | |
Effective August 5, 2013 the Company completed a 1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. Fractional shares produced as a result of this reverse stock split were rounded up to the next whole share. The consolidated financial statements have been retroactively adjusted to reflect this reverse stock split. | |
On September 26, 2013 the name of the Company was changed to Fresh Promise Foods, Inc. and the Company also reduced the number of authorized shares of common stock from four billion (4,000,000,000) to four hundred seventy five million (475,000,000). | |
On May 28, 2014, the Company increased the number of authorized shares of common stock to nine hundred seventy five million shares (975,000,000) from four hundred seventy five million (475,000,000). | |
On June 2, 2014, Joseph C. Canouse resigned as Chairman of the Board of Directors (the “Board”) of Fresh Promise Foods, Inc., a Nevada corporation (the “Company”), and as Chief Financial Officer of the Company. Mr. Canouse informed the Company that his decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. | |
On June 4, 2014, the Board approved by unanimous written consent the appointment of Scott Martin as a member of the Board and Secretary of the Company, effective as of such date. | |
On June 4, 2014, the Board also approved by unanimous written consent the appointment of Mr. Kevin P. Quirk as Chairman of the Board. Mr. Quirk currently serves as Chief Executive Officer & Chief Financial Officer of the Company and a director and will retain his current positions. | |
On September 1, 2014, the Company increased the number of authorized shares of common stock to two billion shares (2,000,000,000) from nine hundred seventy five million shares (975,000,000). | |
ACCOUNTING BASIS | |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP accounting”). The Company has adopted a December 31 fiscal year end. | |
PRINCIPLES OF CONSOLIDATION | |
The consolidated financial statements include the financial statements of Fresh Promise Foods Inc. and its wholly-owned subsidiary Harvest Soul Inc. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation. | |
CASH AND CASH EQUIVALENTS | |
Fresh Promise Foods Inc. considers all highly liquid investments with maturities of three months or less to be cash equivalents. | |
CASH FLOWS REPORTING | |
The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net loss to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
The Company’s financial instruments are carried at the approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. | |
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
INVENTORIES | |
Inventories consist of bottles, closures, labels and boxes as well as certain raw materials that go into the production of the final product. Inventory is stated at the lower of the cost or market. Cost is determined on the average cost method. Inventories are reviewed and reconciled periodically. | |
ACCOUNTS RECEIVABLE | |
The Company’s has no Accounts Receivables. The Company charges off receivables if they determine that the amount is no longer collectible. The allowance for doubtful accounts was zero at September 30, 2014 and December 31, 2013. Bad debt expense related to customer receivables for the period ended September 30, 2014 and 2013 was zero and zero respectively. | |
NET INCOME (LOSS) PER COMMON SHARE | |
Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2014 and 2013. Diluted earnings per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2014 and 2013, the Company had convertible notes and warrants outstanding that could be converted into approximately 567,425,057 common shares based up the closing bid price of the company’s common stock at September 30, 2014. | |
REVENUE RECOGNITION | |
The Company derives revenue from the sale of its products. The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |
SHARE-BASED EXPENSE | |
ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | |
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | |
Share-based expense for the 9 months ended September 30, 2014 and 2013 totaled $2,950 and $29,570, respectively. | |
POLICY ON WEBSITE DEVELOPMENT COST TO BE INCLUDED | |
Website Development Costs | |
The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. | |
The Company placed into service its main website (www.freshpromisefoods.com) in 2013. All costs associated with these websites are subject to straight-line amortization over there expected useful life, a five year period. | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. |
Going_Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Going Concern | ||
Going Concern | NOTE 7 – GOING CONCERN | NOTE 2 – GOING CONCERN |
The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred a net loss of $639,084 for the year ended December 31, 2013 and the Company had an accumulated deficit of $7,608,511 and a working capital deficit of $903,232 of December 31, 2013. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. | In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. | |
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
ACCOUNTING BASIS | |||||||||||||||
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP accounting”). The Company has adopted a December 31 fiscal year end. | |||||||||||||||
PRINCIPLES OF CONSOLIDATION | |||||||||||||||
The consolidated financial statements include the financial statements of the Fresh Promise Foods Inc., Inc. and its wholly-owned subsidiary Anthus Life Corp. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation. | |||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||
Fresh Promise Foods Inc. considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2013 and 2012, the Company had $33,335 and $338 cash, respectively. | |||||||||||||||
CASH FLOWS REPORTING | |||||||||||||||
The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net loss to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. | |||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||
The Company’s financial instruments are carried at the approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. | |||||||||||||||
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||
FAIR VALUE MEASUREMENTS | |||||||||||||||
The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Further authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. | |||||||||||||||
The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: | |||||||||||||||
Level 1 – Quoted prices in active markets for identical assets and liabilities. | |||||||||||||||
Level 2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices 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 asset 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. | |||||||||||||||
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | |||||||||||||||
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the over all fair value of the financial instruments. In addition, the fair value of free standing derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model. | |||||||||||||||
The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value as their fair value were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. | |||||||||||||||
The following table sets forth the liabilities at December 31, 2013, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: | |||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted prices in | Significant Other | Significant | |||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||
Description | 12/31/13 | (Level l) | (Level 2) | (Level 3) | |||||||||||
Convertible promissory notes with embedded conversion option | $ | 156,549 | -0- | -0- | $ | 156,549 | |||||||||
Total | $ | 156,549 | -0- | -0- | $ | 156,549 | |||||||||
The following table sets forth a summary of change in fair value of our derivative liabilities for the year ended December 31, 2013: | |||||||||||||||
Beginning balance | $ | - | |||||||||||||
Change in fair value of embedded conversion features of convertible promissory notes and warrants included in earnings | $ | (359,743 | ) | ||||||||||||
Embedded conversion option & warrant liability recorded in connection with the issuance of convertible promissory notes | $ | 835,896 | |||||||||||||
Change in fair value of embedded conversion features of convertible promissory notes due to conversion | $ | (319,604 | ) | ||||||||||||
Ending balance | $ | 156,549 | |||||||||||||
INVENTORIES | |||||||||||||||
Inventories previously consisted of natural and organic food products, wrappers and boxes, and were stated at the lower of cost or market. Cost was determined on the average cost method. Inventories are reviewed and reconciled periodically. As of December 31, 2013 and 2012, the company maintained no inventory. | |||||||||||||||
ACCOUNTS RECEIVABLE | |||||||||||||||
The Company’s receivables had consisted of billings to customers for products invoiced and shipped and one temporary cash advance to a related party. The Company charges off receivables if they determine that the amount is no longer collectible. The allowance for doubtful accounts was zero at December 31, 2013 and 2012. Bad debt expense related to customer receivables for the year ended December 31, 2013 and December 31, 2012 was zero and $462 respectively. | |||||||||||||||
PROPERTY AND EQUIPMENT | |||||||||||||||
Currently the company has no capital assets. Previously assets were depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for book purposes. | |||||||||||||||
NET INCOME (LOSS) PER COMMON SHARE | |||||||||||||||
Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. | |||||||||||||||
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2013 and 2012. Diluted earnings per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At December 31, 2013 and 2012, the Company had convertible notes and warrants outstanding that could be converted into approximately 91,935,386 common shares based up the closing bid price of the company’s common stock at December 31, 2013. | |||||||||||||||
REVENUE RECOGNITION | |||||||||||||||
The Company derives revenue from the sale of its products. The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |||||||||||||||
SHARE-BASED EXPENSE | |||||||||||||||
ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | |||||||||||||||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | |||||||||||||||
Share-based expense for the years ended December 31, 2013 and 2012 totaled $29,570 and $3,062,015, respectively. | |||||||||||||||
RECENT ACCOUNTING PRONOUNCEMENTS | |||||||||||||||
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. | |||||||||||||||
INCOME TAXES | |||||||||||||||
The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities | |||||||||||||||
A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | |||||||||||||||
The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. | |||||||||||||||
The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. Management has not filed tax returns for the year ended December 31, 2013. Tax returns for tax years 2012, 2011, and 2010 remain subject to IRS examination under the three year statute of limitations. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||
Property and Equipment | NOTE 2 – PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT | ||||||||||||||||
Property and equipment is recorded at cost. The Company depreciates the equipment using the straight-line method over the useful lives of the equipment. The useful lives are estimated to be between 3 and 7 years. Depreciation expense amount for 9 months ended was zero and $100 for the quarters ended September 30, 2014 and 2013, respectively. Property and equipment consisted of the following at September 30, 2014 and September 30, 2013: | Property and equipment is recorded at cost. The Company depreciates the equipment using the straight-line method over the useful lives of the equipment. The useful lives are estimated to be between 3 and 7 years. Depreciation expense was $200 and $483 for the years ended December 31, 2013 and 2012, respectively. The Company determined that the office equipment located at its previous office location in Jacksonville, Florida was impaired and not worth relocating to the new office. An expense for this equipment was recorded of $628 for the year ended December 31, 2013. Property and equipment consisted of the following at December 31, 2013 and December 31, 2012: | |||||||||||||||||
30-Sep-14 | 31-Dec-13 | 12/31/13 | 12/31/12 | |||||||||||||||
Furniture and fixtures | $ | 3,389 | $ | 1,841 | Furniture and fixtures | $ | 1,192 | $ | 1,192 | |||||||||
Production equipment | 24,092 | - | Office equipment | 649 | 649 | |||||||||||||
Total property and equipment | 27,481 | 1,841 | Total property and equipment | 1,841 | 1,841 | |||||||||||||
Less: Accumulated depreciation | (1,840 | ) | (1,213 | ) | Less: Accumulated depreciation | (1,013 | ) | (1,013 | ) | |||||||||
Property and equipment, net. | $ | 25,641 | $ | 628 | Property and equipment, net. | $ | 828 | $ | 828 | |||||||||
Impairment expense | - | (828 | ) | Impairment expense | (828 | ) | - | |||||||||||
Property and equipment, net | 25,641 | - | Property and equipment, net. | $ | -0- | $ | -0- |
Stock_Payable
Stock Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Stock Payable | ||
Stock Payable | NOTE 4 – STOCK PAYABLE | NOTE 5 – STOCK PAYABLE |
On April 26, 2012, The Company entered into an agreement with Ironridge Global to settle $284,917 in liabilities. Pursuant to an order approving stipulation for settlement of claims between Ironridge and the Company, Ironridge is entitled to receive 1 million common shares plus that number of shares with an aggregate value equal to $332,748, divided by 70% of the following: the volume weighted average price of the issuer’s common stock over that number of consecutive trading days following the date of receipt required for the aggregate trading volume to exceed $1.75 million, not to exceed the arithmetic average of the individual daily volume weighted average prices of any five trading days during such period. | On April 26, 2012, The Company entered into an agreement with Ironridge Global to settle $284,917 in accounts payable (which includes the balance of the Note Payable for the acquisition of Fresh PROMISE FOODS Inc. by Anthus Life Corp., outstanding legal fees, filing fees, packaging costs and certain manufacturing costs), in exchange for unregistered shares of common stock. Pursuant to an order approving stipulation for settlement of claims between Ironridge and the Company, Ironridge is entitled to receive 1 million common shares plus that number of shares with an aggregate value equal to $332,748, divided by 70% of the following: the volume weighted average price of the issuer’s common stock over that number of consecutive trading days following the date of receipt required for the aggregate trading volume to exceed $1.75 million, not to exceed the arithmetic average of the individual daily volume weighted average prices of any five trading days during such period. | |
Ironridge is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the Company’s total outstanding shares at any one time. Ironridge received an initial issuance of 97,150 shares, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For purposes of calculating the percent of class, the initial issuance to Ironridge was based upon a total of 875,491 shares of common stock outstanding immediately prior to the issuance of shares to Ironridge, such that 97,150 shares issued would represent approximately 9.99% of the outstanding common stock after such issuance. | Ironridge is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the Company’s total outstanding shares at any one time. Ironridge received an initial issuance of 97,150 shares, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For purposes of calculating the percent of class, the initial issuance to Ironridge was based upon a total of 875,491 shares of common stock outstanding immediately prior to the issuance of shares to Ironridge, such that 97,150 shares issued would represent approximately 9.99% of the outstanding common stock after such issuance. For the years ended December 31, 2013 and 2012, Ironridge received 17,800,000 and additional 5,357,150 shares respectively, which were recorded at $234,200 and $354,103 respectively. For the same periods the company recorded losses on these transactions of $109,600 and $316,602 respectively. At December 31, 2013 and 2012, the balance of shares due Ironridge Global was 24,378,310 and 42,178,310 respectively, which was recorded at values of $170,648 and $295,318 respectively. Carrying value of amounts due under this agreement are computed by multiplying the percentage of total shares due issued to Ironridge times the initial value of the obligation recorded in 2012. In connection with the transaction, Ironridge agreed not to hold any short position in the issuer’s common stock, and not to engage in or affect, directly or indirectly, any short sale until at least 180 days after the end of the calculation period. | |
For the nine months ended September 30, 2014 and 2013, Ironridge received 24,378,310 and 7,400,000 shares respectively, which were recorded at $170,648 and $21,000 respectively. For the same periods the Company recorded a gain of $93,097 on the shares issued in the nine months ended September 30, 2014 and a loss of $ 48,100 on the shares issued in the nine months ended September 30, 2013. At September 30, 2014 and 2013, the balance of shares due Ironridge Global was -0- and 34,778,310 respectively, which was recorded at values of $0 and 243,448, respectively. Carrying value of amounts due under this agreement are computed by multiplying the percentage of total shares due issued to Ironridge times the initial value of the obligation recorded in 2012. In connection with the transaction, Ironridge agreed not to hold any short position in the issuer’s common stock, and not to engage in or affect, directly or indirectly, any short sale until at least 180 days after the end of the calculation period. |
Note_and_Convertible_Notes_Pay
Note and Convertible Notes Payable | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||
Notes and Convertible Notes Payable | NOTE 5 – NOTES AND CONVERTIBLE NOTES PAYABLE | NOTE 6 – NOTES AND CONVERTIBLE NOTES PAYABLE | ||||||||||||||||
Convertible notes payable consist of the following at September 30, 2014 and 2013. All common share data in this table has been adjusted for the reverse stock split. | Convertible notes payable consist of the following at December 31, 2013 and 2012: | |||||||||||||||||
All common share data in this table have been adjusted for the reverse stock split. | 30-Sep-14 | 31-Dec-13 | All common share data in this table have been adjusted for the reverse stock split. | Balance Due at | ||||||||||||||
12/31/13 | 12/31/12 | |||||||||||||||||
On January 16, 2012 the Company executed a promissory note for $50,000. The note bears interest at 10 % and is secured by common stock of the Company. The note is convertible into common stock of the Company at $0.05 per share. In 2012, $30,000 of the note was converted to 2,639,237 shares of common stock of the Company. In 2013 the note maturity date was extended to September 30, 2014. Due to the features in this note, the Company could not determine if sufficient shares in the Company stock would be available to fulfill all conversion obligations. Accordingly a derivative liability was recorded for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 597%, and an assumed dividend rate of 0%. | $ | 20,000 | $ | 20,000 | On December 10, 2011 the Company executed a promissory note for $6,000. The note is non-interest bearing and is secured by common stock of the Company. The note was convertible into common stock at the par value of the common stock. The note holder has forgiven this indebtedness. | $ | - | $ | 6,000 | |||||||||
On March 5, 2013 the Company executed a promissory note for $45,000. In 2014 the note was modified into three notes of $15,000 each. The notes bear interest at 8 % are unsecured. The notes matured March 5, 2014 but were extended to June 30, 2014. One of the notes was sold to a third party and amended. Due to the amended features the Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536 %, and an assumed dividend rate of 20%. The remaining two $15,000 notes are also convertible into common stock at the market price but no derivative liability was recorded. In February 2014, the third party converted $5,000 of note into 2,543,235 shares of common stock of the Company. | $ | 40,000 | $ | 45,000 | On January 16, 2012 the Company executed a promissory note for $50,000. The note bears interest at 10% and is secured by common stock of the Company. The note is convertible into common stock of the Company at $0.05 per share. In 2012, $30,000 of the note was converted to 2,639,327 shares of common stock of the Company. In 2013 the note maturity date was extended to September 30, 2014. Due to the features of other notes, the Company could not determine if sufficient shares in the Company stock would be available to fullfill all conversion obligations. Accordingly a derivative liability was recorded for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 597%, and an assumed dividend rate of 0 %. | $ | 20,000 | $ | 20,000 | |||||||||
On March 13, 2013 the Company executed three promissory notes for services provided totaling $109,500. The notes are payable upon demand and bear interest at 12% and can be converted into common stock of the company at the average five day closing bid price multiplied by three. Note Amount converted / (Average price x 3). On June 11, 2014 these notes were sold to Carebourn Capital. The new note bears interest at 12% and is secured by common stock of the company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the company sells or issues stack at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The company has recorded the derivative liability for this note using the Black Scholes Method to value the derivative liabilty with the following assumptions: Risk free interest rate of .0013, volitility of 65% and an assumed dividend of 0%. | $ | 0 | $ | 109,500 | On August 15, 2012 the Company executed a promissory note for $32,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 30 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | - | $ | 32,500 | |||||||||
The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 286%, and an assumed dividend rate of 0 %. | ||||||||||||||||||
On September 11, 2013 the Company executed a promissory note for $15,000 as payment to a service provider. The note is convertible into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to the discount feature we have recorded a liability of $8,077, or put premium, as part of the carrying value of this note. The note is convertible at any time prior to maturity and bears interest at 6% per annum | $ | 15,000 | $ | 15,000 | The note was converted into 4,888,889 shares of common stock in 2013. | |||||||||||||
On June 04, 2013 the Company executed a promissory note for $15,000. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 30% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0014, volatility of 517%, and an assumed dividend rate of 0%. | $ | - | $ | 15,000 | On October 5, 2012 the Company executed a promissory note for $32,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 30 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | - | $ | 32,500 | |||||||||
The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .006, volatility of 276%, and an assumed dividend rate of 0 %. | ||||||||||||||||||
On July 23, 2013 the Company executed a promissory note for $15,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 10 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 580%, and an assumed dividend rate of 0%. | $ | - | $ | 15,000 | The note was converted into 5,388,537 shares of common stock in 2013. | |||||||||||||
On October 29, 2013 the Company executed a promissory note for $2,500. The note bears interest at 6% and is secured by common stock of the Company. The loan matures April 29, 2014. The note is convertible at the lower of a discount of 35% off the prior day’s closing bid price or $0.01. The note also provided for purchase of 133,334 shares by execution of a warrant agreement. The agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur the conversion price is reduced to that lower price. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0011, volatility of 599%, and an assumed dividend rate of 0%. | $ | 2,500 | $ | 2,500 | On February 6, 2013 the Company executed a promissory note for $10,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 60% off the conversion price. The conversion price is the lowest trading price during a 90 day period prior to conversion unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .001, volatility of 276%, and an assumed dividend rate of 0 %. The note was converted into 1,677,060 shares of common stock in 2013. | $ | - | $ | - | |||||||||
On December 12, 2013 the Company executed a promissory note for $53,000. The note bears interest at 8 % and is secured by common stock of the Company. The note can be converted into common stock 180 days after issuance at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 586%, and an assumed dividend rate of 0%. On June 25, 2014, $11,000 of the note was converted into 8,000,000 common shares. By August 7, 2014, the remaining $41,000 of the note was converted into 53,299,071 common Shares. | $ | - | $ | 53,000 | On March 5, 2013 the Company executed a promissory note for $45,000. The note bears interest at 8 % and is unsecured. The loan matures March 5, 2014 If agreed to by the Company, the note may be amended to allow it to be converted into common stock of the Company at a discount rate to be determined. | $ | 45,000 | $ | - | |||||||||
In 2013 the Company executed a consulting agreement with a former officer. The agreement provided for payment of consulting fees during the transition period when new management obtained control of the Company. The agreement allowed any unpaid amounts due under the agreement to be memoralized in a promissory note. At December 31, 2013 the Company owed the former officer $44,000. This amount was converted to a note of $22,000. The former officer sold the note to a related party of the Company. The Company recorded income of $22,000 as debt forgiveness. The remaining $22,000 note was amended providing for conversion to common stock of the Company at a discount of 50% of the average closing bid price on the day of conversion. Due to the discount feature we have recorded a liability of $22,000, or put premium, as part of the carrying value of this note. The note is convertible at any time. On February 12, 2014 the related party converted $11,000 of the face amount of the note into 3,666,667 shares of common stock of the Company. | $ | 11,000.00 | $ | - | On March 13, 2013 the Company executed three promissory notes for services provided totaling $109,500. The notes are payable upon demand. The notes do not earn interest but default interest will be accrued at 12 % if the Company fails to pay upon demand by the note holder. The notes can be converted into common stock of the company at the average five day closing bid price multiplied by three. Note Amount Converted / (Average price x 3) | $ | 109,500 | $ | - | |||||||||
On January 01, 2014 the Company executed a promissory note for $20,000 as payment to a service provider. The note is convertible into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to the discount feature we have recorded a liability of $10,769, or put premium, as part of the carrying value of this note. The note is convertible at any time prior to maturity and bears interest at 6% per annum | $ | 20,000 | $ | - | On April 6, 2013 the Company executed a promissory note for $27,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 60% off the conversion price. The conversion price is the lowest trading price during a 90 day period prior to conversion unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 276%, and an assumed dividend rate of 0 %. | $ | - | $ | - | |||||||||
A portion of the note was repaid by a cash payment of $10,250. The remaining portion of the note was converted to 3,988,570 shares of common stock of Company in 2013. | ||||||||||||||||||
In February 2014, one of these notes with a face value of $35,000 was sold to a third party. The accrued interest on the note of $4,710 was added to the principal amount purchased. The note was amended and the Company has recorded a derivative liability based upon the amended features. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013%, volatility of 526%, and an assumed dividend rate of 0%. The date of maturity for this note is February 10, 2015. | $ | 34,262 | $ | - | ||||||||||||||
On May 06, 2013 the Company executed a promissory note for $22,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | - | $ | - | ||||||||||||||
On January 23, 2014 the Company executed a promissory note for $6,000. The note bears interest at 9.875 % and is secured by common stock of the Company. The note can be converted into common stock at a discount of 30% off the conversion price. The conversion price is the average 3 day lowest closing sales price during a 10 day period prior to conversion, but no less that $0.0001. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536%, and an assumed dividend rate of 0%. | $ | 6,000 | $ | - | The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0011, volatility of 482%, and an assumed dividend rate of 0 %. | |||||||||||||
The note was converted into 3,840,961 shares of common stock in 2013. | ||||||||||||||||||
On February 04, 2014 the Company executed a promissory note for $53,000. The note bears interest at 8 % and is secured by common stock of the Company. The note can be converted into common stock 180 days after issuance at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536%, and an assumed dividend rate of 0%. By September 29, 2014 $18,000 of the note was converted into 85,905,098 common shares. The Date of maturity for this note is November 6, 2014. | $ | 35,530 | $ | - | ||||||||||||||
On June 04, 2013 the Company executed a promissory note for $15,000. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 30% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | 15,000 | $ | - | ||||||||||||||
On March 17, 2014 the Company executed a promissory note for $25,000. The note bears interest at 12 % and is secured by common stock of the Company. The note can be converted into common stock at a discount of 40% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536%, and an assumed dividend rate of 0%. On April 10. May 8 and June 23, 2014, a compbined $19,801 of the note was converted into 3,699,000, 4,280,000, & 5,288,000 of common shares respectively. | $ | - | $ | - | The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0014, volatility of 517%, and an assumed dividend rate of 0 %. | |||||||||||||
On June 9, 2014 the company executed a promissory note for $30,000. The note bears interest at 8% and is secured by common stock of the company. The note can be converted into common stock at a discount of 42% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 61% and an assumed dividend of 0%. The date of maturity for this note is June 9, 2015. | $ | 30,000 | $ | - | On June 21, 2013 a third party purchased a portion of a convertible note of the Company previously issued to another party. The note had a value of $22,800 and was convertible into to common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | - | $ | 22,800 | |||||||||
The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 323%, and an assumed dividend rate of 0 %. | ||||||||||||||||||
On June 11, 2014 the Company executed a promissory note for $86,500. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 65% and an assumed dividend of 0%. On June 18, 2014, $4,132.44 of the note was converted into 3,000,000 common shares. The date of maturity for this note is March 5, 2015. | $ | 77,425 | $ | - | The note was converted into 4,185,380 shares of common stock in 2013. | |||||||||||||
On June 11, 2014 the Company executed a promissory note for $86,291 for the note plus interest on the note executed March 13, 2013. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 63% and an assumed dividend of 0%. On August 1, 2014 $30,000 of the note was converted into 6,000,000 common shares. The date of maturity for this note is March 5, 2015. | $ | 51,922 | $ | - | On July 23, 2013 the Company executed a promissory note for $15,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 10 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | 15,500 | $ | - | |||||||||
The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 580%, and an assumed dividend rate of 0 %. | ||||||||||||||||||
On June 30, 2014 the Company executed a promissory note for $88,500. The note bears interest at 6% and is secured by common stock of the company. The note can be converted in to common stock at market rate. Date of maturity for this note is June 30, 2015. | $ | 88,500 | $ | - | ||||||||||||||
On September 11, 2013 the Company executed a promissory note for $15,000 as payment to a service provider. The note is convertible into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to the discount feature we have recorded a liability of $8,077, or put premium, as part of the carrying value of this note. The note is convertible at any time prior to maturity and bears interest at 6% per annum. | $ | 23,077 | $ | - | ||||||||||||||
On August 8, 2014 the Company executed a promissory note for $50,000. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 35% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion. Or the closing price of the issuer on the date of this note of $.001. Date of maturity for this note is August 8, 2015. | $ | 50,000 | $ | - | ||||||||||||||
On September 26, 2013 the Company executed a promissory note for $75,000. The note bears interest at 6 % and is secured by common stock of the Company. The loan matures March 26, 2014. On September 30, 2013 the note was converted into 3,846,154 shares of common stock at a discount of 35% off the average bid price the day prior to conversion. Due to this feature we recorded a liability of $40,835. The note also provided for the purchase of 4,000,000 shares of common stock by execution of a warrant agreement. The agreement expires two years from the date of this note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur, the warrant purchase price shall be reduced to the lowest selling price. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest Rate of .0012, volatility of 596%, and an assumed dividend rate of 0%. | $ | - | $ | - | ||||||||||||||
On April 3, 2014 the Company executed a promissory note for $42,500. The note bears interest at 22% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 197% and an assumed dividend of 0%. Date of maturity for this note is January 7, 2015. | $ | 42,500 | $ | - | ||||||||||||||
On October 21, 2013 the Company executed a promissory note for $7,500. The note bears interest at 6% and is secured by common stock of the Company. The loan matures April 21, 2014. On November 19, 2013 the note was converted into 923,077 shares of common stock of the Company. The note was convertible at the lower of a discount of 35% off the prior day’s closing bid price or $0.01. The note also provided for purchase of 400,000 shares by execution of a warrant agreement. The agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur, the warrant purchase price shall be reduced to the lower selling price. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .001, volatility of 598%, and an assumed dividend rate of 0 %. | $ | - | $ | - | ||||||||||||||
On July 8, 2014 the Company executed a promissory note for $42,500. The note bears interest at 22% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 162% and an assumed dividend of 0%. Date of maturity for this note is January 8, 2015. | $ | 42,500 | $ | - | ||||||||||||||
On October 29, 2013 the Company executed a promissory note for $2,500. The note bears interest at 6% and is secured by common stock of the Company. The loan matures April 29, 2014. The note is convertible at the lower of a discount of 35% off the prior day’s closing bid price or $0.01. The note also provided for purchase of 133,334 shares by execution of a warrant agreement. The agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur, the warrant purchase price shall be reduced to the lower selling price. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0011, volatility of 599%, and an assumed dividend rate of 0 %. | $ | 2,500 | $ | - | ||||||||||||||
On September 5, 2014 the Company executed a promissory note for $52,500. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at $.001 par value per share. Date of maturity for this note is June 5, 2015. | $ | 52,500 | $ | - | ||||||||||||||
On December 12, 2013 the Company executed a promissory note for $53,000. The note bears interest at 8 % and is secured by common stock of the Company. The note can be converted into common stock 180 days after issuance. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | 53,000 | $ | - | ||||||||||||||
Additional notes | $ | 8,989 | $ | - | The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 586%, and an assumed dividend rate of 0 %. | |||||||||||||
Premium liability | $ | 29,846 | $ | 8,077 | Unamortized debt discount on derivative liabilities | $ | (54,962 | ) | $ | (5,787 | ) | |||||||
Unamortized debt discount on derivative liabilities | $ | (261,276 | ) | $ | (54,962 | ) | Total convertible notes outstanding, net of unamortized discounts | $ | 228,615 | $ | 108,013 | |||||||
Total convertible notes outstanding, net of unamortized discounts | $ | 397,198 | $ | 228,615 |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 3 – RELATED PARTY TRANSACTIONS | NOTE 7 –RELATED PARTY TRANSACTIONS |
At the time of his appointment Mr. Canouse received the 1 share of convertible Preferred B stock previously issued to a director. Also, during the three months ended June 30, 2013, the Company issued 1 additional shares of convertible preferred B stock to Mr. Quirk when he joined the Company. The stock has no par value and is not traded publicly. | During the year ended December 31, 2012, the Company issued 2,000,000,000 shares of common stock and 1 share of convertible preferred B stock to an officer and director that has been classified as stock based compensation during the year ended December 31, 2012. The Company also recorded consulting expense paid to this director of $50,000 for the year ended December 31, 2012. In 2013 the 2,000,000,000 shares (20,000,000 post-reverse split) were transferred to Joseph Canouse and subsequently cancelled. | |
On January 28, 2014, the Company converted $11,000 of a $22,000 convertible note to 3,666,667 common shares from a related party. The note had been purchased from a former officer of the Company based on the contractual conversions terms per agreement. | During the year ended December 31, 2012, the Company issued 35,000 shares of convertible preferred C stock for services rendered to related parties. | |
At the time of his appointment Mr. Canouse received the 1 share of convertible Preferred B stock previously issued to a director. Also, during the year ended December 31, 2013, the Company issued 1 additional shares of convertible preferred B stock to Mr. Quirk when he joined the Company. The stock has no par value and is not traded publicly. |
Stockholders_Equity_Deficit
Stockholder's Equity (Deficit) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Equity [Abstract] | ||||||||||||||||||
Stockholder's Equity (Deficit) | NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 8 –STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||
The authorized common stock of the Company consist of 2,000,000,000 shares with a par value $0.00001. The Company also has 100,000,000 shares of par value $0.00001 Preferred C stock authorized and 10 shares of par value $0.00001 Preferred B stock authorized and 30,000,000 par value $0.00001 par value Preferred C stock authorized. The Company adjusted the par value and additional paid in capital accounts on its balance sheet at March 30, 2013 for common and Preferred A stocks. | The Company filed an amendment to its Articles of Incorporation with the state of Nevada on July 23, 2012 to change the designation of its capital and preferred stock, as follows. The authorized common stock of the Company consist of 4,000,000,000 shares with a par value $0.00001. The Company also has 100,000,000 shares of par value $0.00001 Preferred A stock authorized, 10 shares of par value $0.00001 Preferred B stock authorized, and 30,000,000 par value $0.00001 par value Preferred C stock authorized. The Company adjusted the par value and additional paid in capital accounts on its balance sheet at September 30, 2012 for common and Preferred A stocks. | |||||||||||||||||
The Company also issued 500,000 shares of common stock to a service provider which was recorded at fair market value of $2,950. | Series A Preferred stock has been cancelled. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 5,400,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $86,000 plus accrued interest of $562. This was exempt from registration under rule 144. | Series B Preferred | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 10,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $53,000 plus accrued interest of $1,824. This was exempt from registration under rule 144. | Each one share of Series B Preferred has voting rights equal to four times the sum of all shares of common stock issued and outstanding at time of voting, plus all shares of Series C Preferred Stock issued and outstanding at time of voting, divided by the number of shares of Series B Preferred Stock issued and outstanding at the time of voting. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 6,378,310 shares of common stock in conjunction with the settlement agreement with Ironridge Global, previous discussed. The stock was recorded at $44,648 but had a fair market value of $2,551. The Company recorded a loss on this issuance of $42,096. This was exempt from registration under rule 144. | By unanimous written consent of the Board, the Board issued an aggregate of two (2) shares of Series B Preferred, to two individuals (the “Series B Stockholders”). As a result of the voting rights granted to the Series B Preferred, the Series B Stockholders together hold in the aggregate approximately 80% of the total voting power of all issued and outstanding voting capital of the Company. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 10,058,140 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $53,000 plus accrued interest of $1,278. This was exempt from registration under rule 144. | Series C Preferred | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 5,556,500 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $25,000 plus accrued interest of $210. This was exempt from registration under rule 144. | Series C Preferred Stock has voting rights of one vote per share owned. The Preferred C stock is convertible into common stock of the Company at the rate of 0.10 per common share for each share of Preferred C stock. The holders of Series C Preferred stock are entitled to receive any dividend declared by the Board of Directors. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 6,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $86,000 plus accrued interest of $884. This was exempt from registration under rule 144. | During the year ended December 31, 2012, the Company issued 19,500 shares of restricted common stock to initial private placement investors in Anthus Life per terms of their subscription agreements. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 9,071,459 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $53,000 plus accrued interest of $896. This was exempt from registration under rule 144. | During the year ended December 31, 2012, the Company issued 36,500 shares of common stock and 9,000 shares of Convertible Preferred C stock to consultants for services. The Company also issued 9,000 shares of Convertible Preferred C stock to a consultant for deferred services. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 16,377,049 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $53,000 plus accrued interest of $604. This was exempt from registration under rule 144. | During the year ended December 31, 2012, he Company issued 26,500 shares of common stock to the former management per the acquisition agreement. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 5,858,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $25,000 plus accrued interest of $63. This was exempt from registration under rule 144. | During the year ended December 31, 2012 the Company issued 20,000,000 shares of common stock, 35,000 shares of Convertible Preferred C stock and 1 share of Convertible Preferred B stock to related parties that has been classified as stock based compensation during the year ended December 31, 2012. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 6,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $4,488 plus accrued interest of $25. This was exempt from registration under rule 144. | On January 10, 2012, the Company retired 358,785 shares of common stock held in treasury at December 31, 2011. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 6,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $86,291 plus accrued interest of $1,446. This was exempt from registration under rule 144. | During the year ended December 31, 2012, the Company converted five convertible notes payable from non-related parties along with the accrued interest for a total of $93,443 into 4,113,547 shares of its common stock. The Company also issued 100,000 shares of common stock for $2,000 to a non-related party. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 7,792,453 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $53,000 plus accrued interest of $113. This was exempt from registration under rule 144. | During the year ended December 31, 2012, the Company issued 5,200 shares of preferred C stock for $13,000 in cash. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 5,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $86,000 plus accrued interest of $1,143. This was exempt from registration under rule 144. | On April 26, 2012, the Company entered into an agreement with Ironridge Global to settle $284,917 in accounts payable (which includes the balance of the Note Payable for the acquisition of Stakool by Anthus Life Corp., outstanding legal fees, filing fees, packaging costs and certain manufacturing costs), in exchange for unregistered shares of common stock. Ironridge received an initial issuance of 97,150 shares of the Company’s common stock. During the year ended December 31, 2012 the Company issued an additional 5,260,000 shares of unrestricted common stock to Ironridge. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 21,486,456 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $53,000 plus accrued interest of $2,276. This was exempt from registration under | On September 14, 2012, the Company filed a Form S-8 with the Securities and Exchange Commission. The Form S-8 registered 4,000,000 shares of its common stock in connection with the Company’s 2012 Incentive Stock Plan. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 11,297,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $39,709 plus accrued interest of $2,480. This was exempt from registration under rule 144. | During the month of October 2012, the Company issued 282,980 shares of the Company’s Convertible Preferred C stock. The stock was issued as an addendum to the subscription agreements associated with the open private placement investments made by various investors between fiscal year 2009 and 2011. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 9,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $86,000 plus accrued interest of $1,570. This was exempt from registration under rule 144. | On October 5, 2012 the Company issued 3,750,000 shares of its common stock without restriction to various consultants for services. The Company registered the common stock with the Securities and Exchange Commission on Form S-8 on September 14, 2012. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 21,486,486 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $53,000 plus accrued interest of $2,024. This was exempt from registration under rule 144. | On October 10, 2012 the Company issued 500,000 shares of its common stock without restriction to Asher Enterprise, Inc. at a value of $15,000. The shares were issued as principal reduction to a Promissory Note dated January 16, 2012 between the Company and a non-related party. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 12,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $86,000 plus accrued interest of $1,717. This was exempt from registration under rule 144. | During the year ended December 31, 2012, the Company issued 150,000 shares of restricted common stock to initial private placement investors in Anthus Life per terms of their subscription agreements. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 21,461,538 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $53,000 plus accrued interest of $1,756. This was exempt from registration under rule 144. | During the year ended December 31, 2012 the Company retired 10,000,000 shares of its Preferred A stock, which accounted for all of the issued and outstanding Preferred A Stock. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 12,150,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $39,709 plus accrued interest of $1,622. This was exempt from registration under rule 144. | The Company filed an amendment to its Articles of Incorporation with the state of Nevada on November 5, 2013 to change the designation of its capital and preferred stock, as follows: | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 15,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $86,000 plus accrued interest of $1,791. This was exempt from registration under rule 144. | The authorized common stock of the Company consist of 475,000,000 shares with a par value $0.00001. The Company also has 100,000,000 shares of par value $0.00001 Preferred C stock authorized and 10 shares of par value $0.00001 Preferred B stock authorized., and 30,000,000 par value $0.00001 par value Preferred C stock authorized. The Company adjusted the par value and additional paid in capital accounts on its balance sheet at September 30, 2013 for common and Preferred A stocks. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 21,470,588 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $53,000 plus accrued interest of $1,602. This was exempt from registration under rule 144. | During the year ended December 31, 2013, the Company issued 48,733,764 shares of common stock and cancelled 20,000,000 shares of common stock. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 17,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $86,000 plus accrued interest of $1,978. This was exempt from registration under rule 144. | During the year ended December 31, 2013, the Company issued 2,256,982 shares of common stock to service providers, 28,676,129 shares of common stock in conjunction with the conversion of promissory notes, 17,800,000 shares of common stock in to IronRidge Global under an agreement previous described in this filing, and 653 shares of common stock in conjunction with the rounding of shares produced by the reverse stock split previously described in this filing. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 16,979,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $39,709 plus accrued interest of $1,358. This was exempt from registration under rule 144. | During the year ended December 31, 2013, the former CEO of the Company transferred 2 shares of Preferred Series B to Mr. Joseph C. Canouse when he assumed the positions of President and CEO. Subsequently, when Mr. Kevin Quirk became CEO of the Company Mr. Canouse transferred 1 share of the Preferred Series B stock to Mr. Quirk. | |||||||||||||||||
During the period ended September 30, 2014, the Company issued 19,000,000 shares of common stock in conjunction with the partial conversion of promissory note with a face value of $86,000 plus accrued interest of $1,972. This was exempt from registration under rule 144. | The Company also recorded the cancellation of previous reported treasury stock with a book value of $208. | |||||||||||||||||
All the above conversions were generally done based on the contractual terms within the agreements. | On September 26, 2013 the Company issued a convertible note with an embedded warrant agreement. The agreement provides for the purchase of 4,000,000 shares of common stock of the company at $0.02 per share. The warrant expires on September 26, 2015. The fair value of the warrant was estimated, at the date of the grant at $140,000 using the Black-Sholes option –pricing model with the following assumptions: risk-free interest rate of 0.01 %, volatility factor of 720%, and an expected life of two years. | |||||||||||||||||
The following table sets forth common share purchase warrants outstanding as of September 30, 2014: | On October 21, 2013 the Company issued a convertible note with an embedded warrant agreement. The agreement provides for the purchase of 400,000 shares of common stock of the company at $0.02 per share. The warrant expires on October 21, 2015. The fair value of the warrant was estimated, at the date of the grant at $5,600 using the Black-Sholes option –pricing model with the following assumptions: risk-free interest rate of 0.01 %, volatility factor of 598%, and an expected life of two years. | |||||||||||||||||
Weighted Average | On October 29, 2013 the Company issued a convertible note with an embedded warrant agreement. The agreement provides for the purchase of 133,334 shares of common stock of the company at $0.02 per share. The warrant expires on October 29, 2015. The fair value of the warrant was estimated, at the date of the grant at $3,099 using the Black-Sholes option –pricing model with the following assumptions: risk-free interest rate of 0.011 %, volatility factor of 599%, and an expected life of two years. | |||||||||||||||||
Warrants | Exercise Price | |||||||||||||||||
Outstanding warrants December 31, 2012 | $ | -0- | The following table sets forth common share purchase warrants outstanding as of December 31, 2013: | |||||||||||||||
Warrant granted September 26, 2013 | $ | 4,000,000 | $ | 0.02 | ||||||||||||||
Warrant granted October 21, 2013 | $ | 400,000 | $ | 0.02 | Warrants | Weighted Average | ||||||||||||
Warrant granted October 29, 2013 | $ | 133,334 | $ | 0.02 | Exercise Price | |||||||||||||
Outstanding warrants September 30, 2014 | $ | 4,533,334 | $ | 0.02 | Outstanding warrants December 31, 2012 | -0- | ||||||||||||
Warrant granted September 26, 2013 | 4,000,000 | $ 0 .02 | ||||||||||||||||
Common stock issuable upon exercise of warrants | $ | 4,533,334 | $ | 0.02 | Warrant granted October 21, 2013 | 400,000 | $ 0 .02 | |||||||||||
Warrant granted October 29, 2013 | 133,334 | $ 0 .02 | ||||||||||||||||
Outstanding warrants December 31, 2013 | 4,533,334 | $ 0 .02 | ||||||||||||||||
Common stock issuable upon exercise of warrants | 4,533,334 | $ 0 .02 |
Income_Taxes
Income Taxes | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ||||||||||
Income Taxes | NOTE 8 – INCOME TAXES | NOTE 9 – INCOME TAXES | ||||||||
The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities | As of December 31, 2013, the Company had net operating loss carry forwards of $7,608,511 that may be available to reduce future years’ taxable income through 2028. Future tax benefits which may arise as a result of these losses have been recognized in these consolidated financial statements, as their realization is determined not likely to occur and accordingly, the Company has not recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. | |||||||||
A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | The provision for Federal income tax consists of the following for the years 2013 and 2012: | |||||||||
The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. | 2013 | 2012 | ||||||||
Federal income tax benefit attributable to: | ||||||||||
The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. Management has not filed tax returns for the year ended December 31, 2013. | Current operations | $ | 179,636 | $ | 1,830,894 | |||||
Less: Valuation allowance | $ | (179,636 | ) | $ | (1,830,894 | ) | ||||
As of September 30, 2014, the Company had net operating loss carry forwards of approximately $8,355,780 that may be available to reduce our tax liability in future years. We estimate the benefits of this loss carry forward at $3,042,780 if the Company produces sufficient taxable income. No adjustments to the financial statements have been recorded for this potential tax benefit. | ||||||||||
Net provision for Federal income taxes | -0- | -0- | ||||||||
The provision for Federal income tax consists of the following for the years 2014 and 2013: | ||||||||||
A reconciliation of the federal statutory rate of 34% to the Company’s effective tax rate is as follows: | ||||||||||
A reconciliation of the federal statutory rate of 34% to the Company’s effective tax rate is as follows: | ||||||||||
2013 | 2012 | |||||||||
The Company’s valuation allowance increased by $175,823 in 2013. Tax net operating loss carryforwards may be limited pursuant to the IRS Section 382 in the event of certain ownership changes. | Expected expense (benefit) (34%) | $ | (217,289 | ) | $ | (1,830,894 | ) | |||
Permanent differences | 41,466 | |||||||||
Change in valuation allowance | 175,823 | 1 ,830,894 | ||||||||
Accrued expense (benefit) | $ | -0- | $ | -0- | ||||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2013 and 2011: | ||||||||||
2013 | 2012 | |||||||||
Deferred tax asset attributable to: | ||||||||||
Net operating loss carryover | $ | 2,549,239 | $ | 2,369,603.00 | ||||||
Less: valuation allowance | (2,549,239 | ) | (2,369,603.00 | ) | ||||||
Net deferred tax asset | $ | -0- | $ | -0- | ||||||
The Company’s valuation allowance increased by $175,823 in 2013. Tax net operating loss carryforwards may be limited pursuant to the IRS Section 382 in the event of certain ownership changes. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9 – FAIR VALUE MEASUREMENTS |
The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Further authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. | |
The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: | |
Level 1 – Quoted prices in active markets for identical assets and liabilities. | |
Level 2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices 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 asset 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. | |
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | |
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the over- all fair value of the financial instruments. In addition, the fair value of free standing derivative instruments such as warrant and option derivatives are valued using the Black-Scholes modes. | |
The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value were determined by using the Black Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. |
Subsequent_Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS |
As of October 29, 2014 the Company issued 212,302,506 shares of common stock in conjunction with the partial conversion of certain promissory notes. The company has 637,511,771 outstanding shares. | On January 2, 2014 the Company issued 500,000 shares of common stock to a service provider for services rendered. An expense of $2,950.00 was recorded for this transaction. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2014 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. | On January 16, 2014 the Company issued 2,664,000 shares of common stock in conjunction with the partial conversion of a of a promissory note dated June 4, 2013 for $4,000 face value plus accrued interest of $103. The conversion price of the stock issued in this transaction was $0.0015 as provided by the note agreement.. | |
On February 4, 2014 the Company issued 5,050,000 shares of common stock in conjunction with the partial conversion of a promissory note dated July 23, 2013 for $10,100 face value plus accrued interest of $66. The conversion price of the stock issued in this transaction was $0.002 as provided by the note agreement.. | ||
On February 6, 2014 the Company issued 2,804,000 shares of common stock in conjunction with the partial conversion of a portion of a promissory note dated June 4, 2013 for $7,000 face value plus accrued interest of $560. The conversion price of the stock issued in this transaction was $0.0026 as provided by the note agreement.. | ||
On February 12, 2014 the Company issued 3,666,667 shares of common stock in conjunction with the partial conversion of a promissory note issued under a consulting agreement with a former officer. | ||
On February 13, 2014 the Company issued 3,010,000 shares of common stock in conjunction with the conversion of a portion of a promissory note dated July 23, 2013 for $5,400 principal plus accrued interest of $620. The conversion price of the stock issued in this transaction was $0.002 as provided by the note agreement.. | ||
On February 20, 2014 the Company issued 2,543,235 shares of common stock in conjunction with the partial conversion of a portion of a promissory note dated March 05, 2013 for $5,000 principal. The conversion price of the stock issued in this transaction was $0.0019 as provided by the note agreement.. | ||
On February 28, 2014 the Company issued 1,792,813 shares of common stock in conjunction with the partial conversion of a portion of a promissory note dated June 4, 2013 for $4,000 principal. The conversion price of the stock issued in this transaction was $0.0022 as provided by the note agreement.. | ||
On March 25, 2014 the Company issued 8,000,000 shares of common stock in conjunction with the settlement agreement with Ironridge Global, previous discussed. The stock was recorded at $56,000 but had a fair market value of $80,000. The Company recorded a loss on this issuance of $24,000. | ||
We, together with certain other parties (collectively, the “Defendants”), are currently involved in litigation against Kyle Gotshalk, Leonard Gotshalk, Clinton Hall, LLC, Richard Maher and Patrick O’Loughlin (collectively, the “Plaintiffs”). On April 25, 2013, the Plaintiffs filed a complaint with the United States District Court for the District of Nevada alleging claims including securities fraud and breach of contract. The Company believes these claims to be unfounded and the Company is prepared to file an answer with the United States District Court for the District of Nevada, together with counterclaims against the Plaintiffs. The Company is continuing to vigorously defend itself against this lawsuit and in March 2014 has retained an attorney in Nevada to pursue the matter. On September 9, 2014, the court granted the Defendants’ motion to set aside any entry of default judgement. | ||
Except as set forth above, we are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. Except as set forth above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. | ||
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2013 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
Nature of Business | Nature of Business | |||||||||||||||
Fresh Promise Foods is a consumer products and marketing company focused on the high-margin multi-billion dollar health and wellness food and beverage sectors. Under its wholly owned subsidiary, Harvest Soul Inc., the Company is building a production facility in Atlanta, Ga. and will be launching a new brand and category in the organic, all-natural juice category. | ||||||||||||||||
On March 15, 2013 all officers and directors resigned from the Company and Mr. Joseph C. Canouse was appointed President, Chief Executive Officer, and Director. | ||||||||||||||||
On April 17, 2013 Mr. Kevin P. Quirk joined the Company and was appointed President, Chief Executive Officer. Mr. Canouse, who continued as a Director, assumed the title of Chief Financial Officer. | ||||||||||||||||
Effective August 5, 2013 the Company completed a 1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. Fractional shares produced as a result of this reverse stock split were rounded up to the next whole share. The consolidated financial statements have been retroactively adjusted to reflect this reverse stock split. | ||||||||||||||||
On September 26, 2013 the name of the Company was changed to Fresh Promise Foods, Inc. and the Company also reduced the number of authorized shares of common stock from four billion (4,000,000,000) to four hundred seventy five million (475,000,000). | ||||||||||||||||
On May 28, 2014, the Company increased the number of authorized shares of common stock to nine hundred seventy five million shares (975,000,000) from four hundred seventy five million (475,000,000). | ||||||||||||||||
On June 2, 2014, Joseph C. Canouse resigned as Chairman of the Board of Directors (the “Board”) of Fresh Promise Foods, Inc., a Nevada corporation (the “Company”), and as Chief Financial Officer of the Company. Mr. Canouse informed the Company that his decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. | ||||||||||||||||
On June 4, 2014, the Board approved by unanimous written consent the appointment of Scott Martin as a member of the Board and Secretary of the Company, effective as of such date. | ||||||||||||||||
On June 4, 2014, the Board also approved by unanimous written consent the appointment of Mr. Kevin P. Quirk as Chairman of the Board. Mr. Quirk currently serves as Chief Executive Officer & Chief Financial Officer of the Company and a director and will retain his current positions. | ||||||||||||||||
On September 1, 2014, the Company increased the number of authorized shares of common stock to two billion shares (2,000,000,000) from nine hundred seventy five million shares (975,000,000). | ||||||||||||||||
Accounting Basis | ACCOUNTING BASIS | ACCOUNTING BASIS | ||||||||||||||
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP accounting”). The Company has adopted a December 31 fiscal year end. | The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP accounting”). The Company has adopted a December 31 fiscal year end. | |||||||||||||||
Principles of Consolidation | PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION | ||||||||||||||
The consolidated financial statements include the financial statements of Fresh Promise Foods Inc. and its wholly-owned subsidiary Harvest Soul Inc. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation. | The consolidated financial statements include the financial statements of the Fresh Promise Foods Inc., Inc. and its wholly-owned subsidiary Anthus Life Corp. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation. | |||||||||||||||
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS | ||||||||||||||
Fresh Promise Foods Inc. considers all highly liquid investments with maturities of three months or less to be cash equivalents. | Fresh Promise Foods Inc. considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2013 and 2012, the Company had $33,335 and $338 cash, respectively. | |||||||||||||||
Cash Flows Reporting | CASH FLOWS REPORTING | CASH FLOWS REPORTING | ||||||||||||||
The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net loss to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. | The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net loss to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. | |||||||||||||||
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||
The Company’s financial instruments are carried at the approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. | The Company’s financial instruments are carried at the approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. | |||||||||||||||
Use of Estimates | USE OF ESTIMATES | 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||
Fair Value Measurements | FAIR VALUE MEASUREMENTS | |||||||||||||||
The Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis. ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Further authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. | ||||||||||||||||
The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: | ||||||||||||||||
Level 1 – Quoted prices in active markets for identical assets and liabilities. | ||||||||||||||||
Level 2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices 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 asset 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. | ||||||||||||||||
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | ||||||||||||||||
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the over all fair value of the financial instruments. In addition, the fair value of free standing derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model. | ||||||||||||||||
The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value as their fair value were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. | ||||||||||||||||
The following table sets forth the liabilities at December 31, 2013, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement: | ||||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Quoted prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Description | 12/31/13 | (Level l) | (Level 2) | (Level 3) | ||||||||||||
Convertible promissory notes with embedded conversion option | $ | 156,549 | -0- | -0- | $ | 156,549 | ||||||||||
Total | $ | 156,549 | -0- | -0- | $ | 156,549 | ||||||||||
The following table sets forth a summary of change in fair value of our derivative liabilities for the year ended December 31, 2013: | ||||||||||||||||
Beginning balance | $ | - | ||||||||||||||
Change in fair value of embedded conversion features of convertible promissory notes and warrants included in earnings | $ | (359,743 | ) | |||||||||||||
Embedded conversion option & warrant liability recorded in connection with the issuance of convertible promissory notes | $ | 835,896 | ||||||||||||||
Change in fair value of embedded conversion features of convertible promissory notes due to conversion | $ | (319,604 | ) | |||||||||||||
Ending balance | $ | 156,549 | ||||||||||||||
Inventories | INVENTORIES | INVENTORIES | ||||||||||||||
Inventories consist of bottles, closures, labels and boxes as well as certain raw materials that go into the production of the final product. Inventory is stated at the lower of the cost or market. Cost is determined on the average cost method. Inventories are reviewed and reconciled periodically. | Inventories previously consisted of natural and organic food products, wrappers and boxes, and were stated at the lower of cost or market. Cost was determined on the average cost method. Inventories are reviewed and reconciled periodically. As of December 31, 2013 and 2012, the company maintained no inventory. | |||||||||||||||
Accounts Receivable | ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE | ||||||||||||||
The Company’s has no Accounts Receivables. The Company charges off receivables if they determine that the amount is no longer collectible. The allowance for doubtful accounts was zero at September 30, 2014 and December 31, 2013. Bad debt expense related to customer receivables for the period ended September 30, 2014 and 2013 was zero and zero respectively. | The Company’s receivables had consisted of billings to customers for products invoiced and shipped and one temporary cash advance to a related party. The Company charges off receivables if they determine that the amount is no longer collectible. The allowance for doubtful accounts was zero at December 31, 2013 and 2012. Bad debt expense related to customer receivables for the year ended December 31, 2013 and December 31, 2012 was zero and $462 respectively. | |||||||||||||||
Property and Equipment | PROPERTY AND EQUIPMENT | |||||||||||||||
Currently the company has no capital assets. Previously assets were depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for book purposes. | ||||||||||||||||
Net Income (Loss) Per Common Share | NET INCOME (LOSS) PER COMMON SHARE | NET INCOME (LOSS) PER COMMON SHARE | ||||||||||||||
Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2014 and 2013. Diluted earnings per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2014 and 2013, the Company had convertible notes and warrants outstanding that could be converted into approximately 567,425,057 common shares based up the closing bid price of the company’s common stock at September 30, 2014. | Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. | |||||||||||||||
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2013 and 2012. Diluted earnings per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At December 31, 2013 and 2012, the Company had convertible notes and warrants outstanding that could be converted into approximately 91,935,386 common shares based up the closing bid price of the company’s common stock at December 31, 2013. | ||||||||||||||||
Revenue Recognition | REVENUE RECOGNITION | REVENUE RECOGNITION | ||||||||||||||
The Company derives revenue from the sale of its products. The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | The Company derives revenue from the sale of its products. The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |||||||||||||||
Share-Based Expense | SHARE-BASED EXPENSE | SHARE-BASED EXPENSE | ||||||||||||||
ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | |||||||||||||||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | |||||||||||||||
Share-based expense for the 9 months ended September 30, 2014 and 2013 totaled $2,950 and $29,570, respectively. | Share-based expense for the years ended December 31, 2013 and 2012 totaled $29,570 and $3,062,015, respectively. | |||||||||||||||
Website Development Costs | Website Development Costs | |||||||||||||||
The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. | ||||||||||||||||
The Company placed into service its main website (www.freshpromisefoods.com) in 2013. All costs associated with these websites are subject to straight-line amortization over there expected useful life, a five year period. | ||||||||||||||||
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS | ||||||||||||||
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. | Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. | |||||||||||||||
Income Taxes | INCOME TAXES | |||||||||||||||
The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities | ||||||||||||||||
A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. | ||||||||||||||||
The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. | ||||||||||||||||
The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. Management has not filed tax returns for the year ended December 31, 2013. Tax returns for tax years 2012, 2011, and 2010 remain subject to IRS examination under the three year statute of limitations. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Schedule of Fair Value of Liabilities Measured on Recurring Basis | As required, these are classified based on the lowest level of input that is significant to the fair value measurement: | ||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted prices in | Significant Other | Significant | |||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||
Description | 12/31/13 | (Level l) | (Level 2) | (Level 3) | |||||||||||
Convertible promissory notes with embedded conversion option | $ | 156,549 | -0- | -0- | $ | 156,549 | |||||||||
Total | $ | 156,549 | -0- | -0- | $ | 156,549 | |||||||||
Schedule of Changes in Derivative Liabilities at Fair Value | The following table sets forth a summary of change in fair value of our derivative liabilities for the year ended December 31, 2013: | ||||||||||||||
Beginning balance | $ | - | |||||||||||||
Change in fair value of embedded conversion features of convertible promissory notes and warrants included in earnings | $ | (359,743 | ) | ||||||||||||
Embedded conversion option & warrant liability recorded in connection with the issuance of convertible promissory notes | $ | 835,896 | |||||||||||||
Change in fair value of embedded conversion features of convertible promissory notes due to conversion | $ | (319,604 | ) | ||||||||||||
Ending balance | $ | 156,549 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||
Schedule of Property and Equipment | Property and equipment consisted of the following at September 30, 2014 and September 30, 2013: | Property and equipment consisted of the following at December 31, 2013 and December 31, 2012: | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | 12/31/13 | 12/31/12 | |||||||||||||||
Furniture and fixtures | $ | 3,389 | $ | 1,841 | Furniture and fixtures | $ | 1,192 | $ | 1,192 | |||||||||
Production equipment | 24,092 | - | Office equipment | 649 | 649 | |||||||||||||
Total property and equipment | 27,481 | 1,841 | Total property and equipment | 1,841 | 1,841 | |||||||||||||
Less: Accumulated depreciation | (1,840 | ) | (1,213 | ) | Less: Accumulated depreciation | (1,013 | ) | (1,013 | ) | |||||||||
Property and equipment, net. | $ | 25,641 | $ | 628 | Property and equipment, net. | $ | 828 | $ | 828 | |||||||||
Impairment expense | - | (828 | ) | Impairment expense | (828 | ) | - | |||||||||||
Property and equipment, net | 25,641 | - | Property and equipment, net. | $ | -0- | $ | -0- |
Note_and_Convertible_Notes_Pay1
Note and Convertible Notes Payable (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||
Schedule of Convertible Notes Payable | All common share data in this table have been adjusted for the reverse stock split. | 30-Sep-14 | 31-Dec-13 | Convertible notes payable consist of the following at December 31, 2013 and 2012: | ||||||||||||||
On January 16, 2012 the Company executed a promissory note for $50,000. The note bears interest at 10 % and is secured by common stock of the Company. The note is convertible into common stock of the Company at $0.05 per share. In 2012, $30,000 of the note was converted to 2,639,237 shares of common stock of the Company. In 2013 the note maturity date was extended to September 30, 2014. Due to the features in this note, the Company could not determine if sufficient shares in the Company stock would be available to fulfill all conversion obligations. Accordingly a derivative liability was recorded for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 597%, and an assumed dividend rate of 0%. | $ | 20,000 | $ | 20,000 | All common share data in this table have been adjusted for the reverse stock split. | Balance Due at | ||||||||||||
12/31/13 | 12/31/12 | |||||||||||||||||
On March 5, 2013 the Company executed a promissory note for $45,000. In 2014 the note was modified into three notes of $15,000 each. The notes bear interest at 8 % are unsecured. The notes matured March 5, 2014 but were extended to June 30, 2014. One of the notes was sold to a third party and amended. Due to the amended features the Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536 %, and an assumed dividend rate of 20%. The remaining two $15,000 notes are also convertible into common stock at the market price but no derivative liability was recorded. In February 2014, the third party converted $5,000 of note into 2,543,235 shares of common stock of the Company. | $ | 40,000 | $ | 45,000 | On December 10, 2011 the Company executed a promissory note for $6,000. The note is non-interest bearing and is secured by common stock of the Company. The note was convertible into common stock at the par value of the common stock. The note holder has forgiven this indebtedness. | $ | - | $ | 6,000 | |||||||||
On March 13, 2013 the Company executed three promissory notes for services provided totaling $109,500. The notes are payable upon demand and bear interest at 12% and can be converted into common stock of the company at the average five day closing bid price multiplied by three. Note Amount converted / (Average price x 3). On June 11, 2014 these notes were sold to Carebourn Capital. The new note bears interest at 12% and is secured by common stock of the company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the company sells or issues stack at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The company has recorded the derivative liability for this note using the Black Scholes Method to value the derivative liabilty with the following assumptions: Risk free interest rate of .0013, volitility of 65% and an assumed dividend of 0%. | $ | 0 | $ | 109,500 | On January 16, 2012 the Company executed a promissory note for $50,000. The note bears interest at 10% and is secured by common stock of the Company. The note is convertible into common stock of the Company at $0.05 per share. In 2012, $30,000 of the note was converted to 2,639,327 shares of common stock of the Company. In 2013 the note maturity date was extended to September 30, 2014. Due to the features of other notes, the Company could not determine if sufficient shares in the Company stock would be available to fullfill all conversion obligations. Accordingly a derivative liability was recorded for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 597%, and an assumed dividend rate of 0 %. | $ | 20,000 | $ | 20,000 | |||||||||
On September 11, 2013 the Company executed a promissory note for $15,000 as payment to a service provider. The note is convertible into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to the discount feature we have recorded a liability of $8,077, or put premium, as part of the carrying value of this note. The note is convertible at any time prior to maturity and bears interest at 6% per annum | $ | 15,000 | $ | 15,000 | On August 15, 2012 the Company executed a promissory note for $32,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 30 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | - | $ | 32,500 | |||||||||
The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 286%, and an assumed dividend rate of 0 %. | ||||||||||||||||||
On June 04, 2013 the Company executed a promissory note for $15,000. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 30% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0014, volatility of 517%, and an assumed dividend rate of 0%. | $ | - | $ | 15,000 | The note was converted into 4,888,889 shares of common stock in 2013. | |||||||||||||
On July 23, 2013 the Company executed a promissory note for $15,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 10 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 580%, and an assumed dividend rate of 0%. | $ | - | $ | 15,000 | On October 5, 2012 the Company executed a promissory note for $32,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 30 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | - | $ | 32,500 | |||||||||
The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .006, volatility of 276%, and an assumed dividend rate of 0 %. | ||||||||||||||||||
On October 29, 2013 the Company executed a promissory note for $2,500. The note bears interest at 6% and is secured by common stock of the Company. The loan matures April 29, 2014. The note is convertible at the lower of a discount of 35% off the prior day’s closing bid price or $0.01. The note also provided for purchase of 133,334 shares by execution of a warrant agreement. The agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur the conversion price is reduced to that lower price. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0011, volatility of 599%, and an assumed dividend rate of 0%. | $ | 2,500 | $ | 2,500 | The note was converted into 5,388,537 shares of common stock in 2013. | |||||||||||||
On December 12, 2013 the Company executed a promissory note for $53,000. The note bears interest at 8 % and is secured by common stock of the Company. The note can be converted into common stock 180 days after issuance at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 586%, and an assumed dividend rate of 0%. On June 25, 2014, $11,000 of the note was converted into 8,000,000 common shares. By August 7, 2014, the remaining $41,000 of the note was converted into 53,299,071 common Shares. | $ | - | $ | 53,000 | On February 6, 2013 the Company executed a promissory note for $10,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 60% off the conversion price. The conversion price is the lowest trading price during a 90 day period prior to conversion unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .001, volatility of 276%, and an assumed dividend rate of 0 %. The note was converted into 1,677,060 shares of common stock in 2013. | $ | - | $ | - | |||||||||
In 2013 the Company executed a consulting agreement with a former officer. The agreement provided for payment of consulting fees during the transition period when new management obtained control of the Company. The agreement allowed any unpaid amounts due under the agreement to be memoralized in a promissory note. At December 31, 2013 the Company owed the former officer $44,000. This amount was converted to a note of $22,000. The former officer sold the note to a related party of the Company. The Company recorded income of $22,000 as debt forgiveness. The remaining $22,000 note was amended providing for conversion to common stock of the Company at a discount of 50% of the average closing bid price on the day of conversion. Due to the discount feature we have recorded a liability of $22,000, or put premium, as part of the carrying value of this note. The note is convertible at any time. On February 12, 2014 the related party converted $11,000 of the face amount of the note into 3,666,667 shares of common stock of the Company. | $ | 11,000.00 | $ | - | On March 5, 2013 the Company executed a promissory note for $45,000. The note bears interest at 8 % and is unsecured. The loan matures March 5, 2014 If agreed to by the Company, the note may be amended to allow it to be converted into common stock of the Company at a discount rate to be determined. | $ | 45,000 | $ | - | |||||||||
On January 01, 2014 the Company executed a promissory note for $20,000 as payment to a service provider. The note is convertible into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to the discount feature we have recorded a liability of $10,769, or put premium, as part of the carrying value of this note. The note is convertible at any time prior to maturity and bears interest at 6% per annum | $ | 20,000 | $ | - | On March 13, 2013 the Company executed three promissory notes for services provided totaling $109,500. The notes are payable upon demand. The notes do not earn interest but default interest will be accrued at 12 % if the Company fails to pay upon demand by the note holder. The notes can be converted into common stock of the company at the average five day closing bid price multiplied by three. Note Amount Converted / (Average price x 3) | $ | 109,500 | $ | - | |||||||||
In February 2014, one of these notes with a face value of $35,000 was sold to a third party. The accrued interest on the note of $4,710 was added to the principal amount purchased. The note was amended and the Company has recorded a derivative liability based upon the amended features. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013%, volatility of 526%, and an assumed dividend rate of 0%. The date of maturity for this note is February 10, 2015. | $ | 34,262 | $ | - | On April 6, 2013 the Company executed a promissory note for $27,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 60% off the conversion price. The conversion price is the lowest trading price during a 90 day period prior to conversion unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 276%, and an assumed dividend rate of 0 %. | $ | - | $ | - | |||||||||
A portion of the note was repaid by a cash payment of $10,250. The remaining portion of the note was converted to 3,988,570 shares of common stock of Company in 2013. | ||||||||||||||||||
On January 23, 2014 the Company executed a promissory note for $6,000. The note bears interest at 9.875 % and is secured by common stock of the Company. The note can be converted into common stock at a discount of 30% off the conversion price. The conversion price is the average 3 day lowest closing sales price during a 10 day period prior to conversion, but no less that $0.0001. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536%, and an assumed dividend rate of 0%. | $ | 6,000 | $ | - | ||||||||||||||
On May 06, 2013 the Company executed a promissory note for $22,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | - | $ | - | ||||||||||||||
On February 04, 2014 the Company executed a promissory note for $53,000. The note bears interest at 8 % and is secured by common stock of the Company. The note can be converted into common stock 180 days after issuance at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536%, and an assumed dividend rate of 0%. By September 29, 2014 $18,000 of the note was converted into 85,905,098 common shares. The Date of maturity for this note is November 6, 2014. | $ | 35,530 | $ | - | The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0011, volatility of 482%, and an assumed dividend rate of 0 %. | |||||||||||||
The note was converted into 3,840,961 shares of common stock in 2013. | ||||||||||||||||||
On March 17, 2014 the Company executed a promissory note for $25,000. The note bears interest at 12 % and is secured by common stock of the Company. The note can be converted into common stock at a discount of 40% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536%, and an assumed dividend rate of 0%. On April 10. May 8 and June 23, 2014, a compbined $19,801 of the note was converted into 3,699,000, 4,280,000, & 5,288,000 of common shares respectively. | $ | - | $ | - | ||||||||||||||
On June 04, 2013 the Company executed a promissory note for $15,000. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 30% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | 15,000 | $ | - | ||||||||||||||
On June 9, 2014 the company executed a promissory note for $30,000. The note bears interest at 8% and is secured by common stock of the company. The note can be converted into common stock at a discount of 42% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 61% and an assumed dividend of 0%. The date of maturity for this note is June 9, 2015. | $ | 30,000 | $ | - | The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0014, volatility of 517%, and an assumed dividend rate of 0 %. | |||||||||||||
On June 11, 2014 the Company executed a promissory note for $86,500. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 65% and an assumed dividend of 0%. On June 18, 2014, $4,132.44 of the note was converted into 3,000,000 common shares. The date of maturity for this note is March 5, 2015. | $ | 77,425 | $ | - | On June 21, 2013 a third party purchased a portion of a convertible note of the Company previously issued to another party. The note had a value of $22,800 and was convertible into to common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | - | $ | 22,800 | |||||||||
The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 323%, and an assumed dividend rate of 0 %. | ||||||||||||||||||
On June 11, 2014 the Company executed a promissory note for $86,291 for the note plus interest on the note executed March 13, 2013. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 63% and an assumed dividend of 0%. On August 1, 2014 $30,000 of the note was converted into 6,000,000 common shares. The date of maturity for this note is March 5, 2015. | $ | 51,922 | $ | - | The note was converted into 4,185,380 shares of common stock in 2013. | |||||||||||||
On June 30, 2014 the Company executed a promissory note for $88,500. The note bears interest at 6% and is secured by common stock of the company. The note can be converted in to common stock at market rate. Date of maturity for this note is June 30, 2015. | $ | 88,500 | $ | - | On July 23, 2013 the Company executed a promissory note for $15,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 10 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | 15,500 | $ | - | |||||||||
The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 580%, and an assumed dividend rate of 0 %. | ||||||||||||||||||
On August 8, 2014 the Company executed a promissory note for $50,000. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 35% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion. Or the closing price of the issuer on the date of this note of $.001. Date of maturity for this note is August 8, 2015. | $ | 50,000 | $ | - | ||||||||||||||
On September 11, 2013 the Company executed a promissory note for $15,000 as payment to a service provider. The note is convertible into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to the discount feature we have recorded a liability of $8,077, or put premium, as part of the carrying value of this note. The note is convertible at any time prior to maturity and bears interest at 6% per annum. | $ | 23,077 | $ | - | ||||||||||||||
On April 3, 2014 the Company executed a promissory note for $42,500. The note bears interest at 22% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 197% and an assumed dividend of 0%. Date of maturity for this note is January 7, 2015. | $ | 42,500 | $ | - | ||||||||||||||
On September 26, 2013 the Company executed a promissory note for $75,000. The note bears interest at 6 % and is secured by common stock of the Company. The loan matures March 26, 2014. On September 30, 2013 the note was converted into 3,846,154 shares of common stock at a discount of 35% off the average bid price the day prior to conversion. Due to this feature we recorded a liability of $40,835. The note also provided for the purchase of 4,000,000 shares of common stock by execution of a warrant agreement. The agreement expires two years from the date of this note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur, the warrant purchase price shall be reduced to the lowest selling price. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest Rate of .0012, volatility of 596%, and an assumed dividend rate of 0%. | $ | - | $ | - | ||||||||||||||
On July 8, 2014 the Company executed a promissory note for $42,500. The note bears interest at 22% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .0013, volitility of 162% and an assumed dividend of 0%. Date of maturity for this note is January 8, 2015. | $ | 42,500 | $ | - | ||||||||||||||
On October 21, 2013 the Company executed a promissory note for $7,500. The note bears interest at 6% and is secured by common stock of the Company. The loan matures April 21, 2014. On November 19, 2013 the note was converted into 923,077 shares of common stock of the Company. The note was convertible at the lower of a discount of 35% off the prior day’s closing bid price or $0.01. The note also provided for purchase of 400,000 shares by execution of a warrant agreement. The agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur, the warrant purchase price shall be reduced to the lower selling price. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .001, volatility of 598%, and an assumed dividend rate of 0 %. | $ | - | $ | - | ||||||||||||||
On September 5, 2014 the Company executed a promissory note for $52,500. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at $.001 par value per share. Date of maturity for this note is June 5, 2015. | $ | 52,500 | $ | - | ||||||||||||||
On October 29, 2013 the Company executed a promissory note for $2,500. The note bears interest at 6% and is secured by common stock of the Company. The loan matures April 29, 2014. The note is convertible at the lower of a discount of 35% off the prior day’s closing bid price or $0.01. The note also provided for purchase of 133,334 shares by execution of a warrant agreement. The agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the Company sells stock at a price below that level. Should this occur, the warrant purchase price shall be reduced to the lower selling price. The Company has recorded a derivative liability due to this provision. The Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0011, volatility of 599%, and an assumed dividend rate of 0 %. | $ | 2,500 | $ | - | ||||||||||||||
Additional notes | $ | 8,989 | $ | - | ||||||||||||||
On December 12, 2013 the Company executed a promissory note for $53,000. The note bears interest at 8 % and is secured by common stock of the Company. The note can be converted into common stock 180 days after issuance. The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. | $ | 53,000 | $ | - | ||||||||||||||
Premium liability | $ | 29,846 | $ | 8,077 | The Company had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 586%, and an assumed dividend rate of 0 %. | |||||||||||||
Unamortized debt discount on derivative liabilities | $ | (261,276 | ) | $ | (54,962 | ) | Unamortized debt discount on derivative liabilities | $ | (54,962 | ) | $ | (5,787 | ) | |||||
Total convertible notes outstanding, net of unamortized discounts | $ | 397,198 | $ | 228,615 | Total convertible notes outstanding, net of unamortized discounts | $ | 228,615 | $ | 108,013 |
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Equity [Abstract] | ||||||||||||||||||
Schedule of Stock Warrants Outstanding | The following table sets forth common share purchase warrants outstanding as of September 30, 2014: | The following table sets forth common share purchase warrants outstanding as of December 31, 2013: | ||||||||||||||||
Weighted Average | Warrants | Weighted Average | ||||||||||||||||
Warrants | Exercise Price | Exercise Price | ||||||||||||||||
Outstanding warrants December 31, 2012 | $ | -0- | Outstanding warrants December 31, 2012 | -0- | ||||||||||||||
Warrant granted September 26, 2013 | $ | 4,000,000 | $ | 0.02 | Warrant granted September 26, 2013 | 4,000,000 | $ 0 .02 | |||||||||||
Warrant granted October 21, 2013 | $ | 400,000 | $ | 0.02 | Warrant granted October 21, 2013 | 400,000 | $ 0 .02 | |||||||||||
Warrant granted October 29, 2013 | $ | 133,334 | $ | 0.02 | Warrant granted October 29, 2013 | 133,334 | $ 0 .02 | |||||||||||
Outstanding warrants September 30, 2014 | $ | 4,533,334 | $ | 0.02 | Outstanding warrants December 31, 2013 | 4,533,334 | $ 0 .02 | |||||||||||
Common stock issuable upon exercise of warrants | $ | 4,533,334 | $ | 0.02 | Common stock issuable upon exercise of warrants | 4,533,334 | $ 0 .02 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Income Tax Benefit | The provision for Federal income tax consists of the following for the years 2013 and 2012: | ||||||||
2013 | 2012 | ||||||||
Federal income tax benefit attributable to: | |||||||||
Current operations | $ | 179,636 | $ | 1,830,894 | |||||
Less: Valuation allowance | $ | (179,636 | ) | $ | (1,830,894 | ) | |||
Net provision for Federal income taxes | -0- | -0- | |||||||
Schedule of Effective Income Taxes Rate | A reconciliation of the federal statutory rate of 34% to the Company’s effective tax rate is as follows: | ||||||||
2013 | 2012 | ||||||||
Expected expense (benefit) (34%) | $ | (217,289 | ) | $ | (1,830,894 | ) | |||
Permanent differences | 41,466 | ||||||||
Change in valuation allowance | 175,823 | 1 ,830,894 | |||||||
Accrued expense (benefit) | $ | -0- | $ | -0- | |||||
Schedule of Deferred Income Tax Assets | The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2013 and 2011: | ||||||||
2013 | 2012 | ||||||||
Deferred tax asset attributable to: | |||||||||
Net operating loss carryover | $ | 2,549,239 | $ | 2,369,603.00 | |||||
Less: valuation allowance | (2,549,239 | ) | (2,369,603.00 | ) | |||||
Net deferred tax asset | $ | -0- | $ | -0- |
Nature_of_Business_Details_Nar
Nature of Business (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Aug. 05, 2013 | Jan. 19, 2012 | Dec. 31, 2013 | Jul. 20, 2011 | Sep. 30, 2014 | Dec. 31, 2012 | Jul. 23, 2012 | Sep. 01, 2014 | 28-May-14 | Sep. 26, 2013 | |
Stock issued under sale and purchase for aggrement, amount | $355,000 | |||||||||
Additional shares issued on sale and purchase agreement | 2,650,000 | |||||||||
Stockholders equity, reverse split | 1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. | 653 shares of common stock in conjunction with the rounding of shares produced by the reverse stock split previously described in this filing | ||||||||
Stock issued during period, reverse stock split | 29,039,066 | |||||||||
Common stock, shares authorised | 475,000,000 | 2,000,000,000 | 475,000,000 | 4,000,000,000 | ||||||
Minimum [Member] | ||||||||||
Common stock, shares authorised | 2,000,000,000 | 475,000,000 | 4,000,000,000 | |||||||
Maximum [Member] | ||||||||||
Common stock, shares authorised | 975,000,000 | 975,000,000 | 475,000,000 | |||||||
Anthus Life Corporation [Member] | ||||||||||
Number of common stock shares received on sale and purchase agreement, issued | 77,588,470 | |||||||||
Number of common stock shares received on sale and purchase agreement, outstanding | 79,388,470 | |||||||||
Preferred shares issued in exchange of schedule payments | 10,000,000 | |||||||||
Common stock issued on sale and purchased agreement | 1,300,000 | |||||||||
Sale and purchase price per agreement | $350,000 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Going Concern | ||||||
Net Loss | $1,292,655 | $90,850 | $1,777,479 | $447,502 | $639,084 | $5,384,983 |
Accumulated deficit | 9,385,989 | 9,385,989 | 7,608,511 | 6,969,422 | ||
Working capital deficit | $903,232 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Aug. 05, 2013 | Jan. 19, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 20, 2011 | Jul. 23, 2012 | Dec. 31, 2011 | Sep. 01, 2014 | 28-May-14 | Sep. 26, 2013 | |
Stock issued under sale and purchase for agreement, amount | $355,000 | |||||||||||||
Additional shares issued on sale and purchase agreement | 2,650,000 | |||||||||||||
Stockholders equity, reverse split | 1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. | 653 shares of common stock in conjunction with the rounding of shares produced by the reverse stock split previously described in this filing | ||||||||||||
Stock issued during period, reverse stock split | 29,039,066 | |||||||||||||
Common stock, shares authorised | 2,000,000,000 | 2,000,000,000 | 475,000,000 | 475,000,000 | 4,000,000,000 | |||||||||
Cash and cash equivalents | 12,325 | 73,293 | 12,325 | 73,293 | 33,335 | 338 | 15,560 | |||||||
Inventories | 9,219 | 9,219 | 0 | 0 | ||||||||||
Property and equipment, estimated useful life | 3 years | 7 years | ||||||||||||
Stock issued for convertible note | 91,935,386 | |||||||||||||
Allowance for Doubtful accounts | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Bad debt expense related to customer receivables | 0 | 462 | ||||||||||||
Convertible notes and warrants outstanding, conversion of common stock | 567,425,057 | 567,425,057 | ||||||||||||
Stock based compensation | 2,950 | 29,570 | 29,570 | 3,062,015 | ||||||||||
Minimum [Member] | ||||||||||||||
Common stock, shares authorised | 2,000,000,000 | 475,000,000 | 4,000,000,000 | |||||||||||
Maximum [Member] | ||||||||||||||
Common stock, shares authorised | 975,000,000 | 975,000,000 | 475,000,000 | |||||||||||
Anthus Life Corporation [Member] | ||||||||||||||
Number of common stock shares received on sale and purchase agreement, issued | 77,588,470 | |||||||||||||
Number of common stock shares received on sale and purchase agreement, outstanding | 79,388,470 | |||||||||||||
Preferred shares issued in exchange of schedule payments | 10,000,000 | |||||||||||||
Common stock issued on sale and purchased agreement | 1,300,000 | |||||||||||||
Sale and purchase price per agreement | $350,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Polices - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Convertible promissory note with embedded conversion option | $156,549 | ||
Total | 1,507,338 | 156,549 | |
Quoted prices in Active Markets for Identical Assets (Level l) [Member] | |||
Convertible promissory note with embedded conversion option | 0 | ||
Total | 0 | ||
Significant Other Observable Inputs (Level 2) [Member] | |||
Convertible promissory note with embedded conversion option | 0 | ||
Total | 0 | ||
Significant Unobservable Inputs (Level 3) [Member] | |||
Convertible promissory note with embedded conversion option | 156,549 | ||
Total | $156,549 |
Summary_of_Significant_Account5
Summary of Significant Accounting Polices - Schedule of Changes in Derivative Liabilities at Fair Value (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | |
Beginning balance | $0 |
Change in fair value of embedded conversion features of convertible promissory notes and warrants included in earnings | -359,743 |
Embedded conversion option & warrant liability recorded in connection with the issuance of convertible promissory notes | 835,896 |
Change in fair value of embedded conversion features of convertible promissory notes due to conversion | -319,604 |
Ending balance | $156,549 |
Nature_of_Business_and_Summary1
Nature of Business and Summary of Significant Accounting Policies (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 05, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 23, 2012 | Dec. 31, 2011 | Sep. 01, 2014 | 28-May-14 | Sep. 26, 2013 | |
Stockholders equity, reverse split | 1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. | 653 shares of common stock in conjunction with the rounding of shares produced by the reverse stock split previously described in this filing | ||||||||||
Common stock, shares outstanding | 424,887,581 | 424,887,581 | 62,676,958 | 33,752,315 | ||||||||
Common stock, shares authorised | 2,000,000,000 | 2,000,000,000 | 475,000,000 | 475,000,000 | 4,000,000,000 | |||||||
Cash and cash equivalents | $12,325 | $73,293 | $12,325 | $73,293 | $33,335 | $338 | $15,560 | |||||
Allowance for Doubtful accounts | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Stock based compensation | 2,950 | 29,570 | 29,570 | 3,062,015 | ||||||||
Bad debt expense related to customer receivables | $0 | $0 | ||||||||||
Convertible notes and warrants outstanding, conversion of common stock | 567,425,057 | 567,425,057 | ||||||||||
Maximum [Member] | ||||||||||||
Common stock, shares issued | 2,903,888,889 | |||||||||||
Common stock, shares outstanding | 2,903,888,889 | |||||||||||
Common stock, shares authorised | 975,000,000 | 975,000,000 | 475,000,000 | |||||||||
Minimum [Member] | ||||||||||||
Common stock, shares issued | 29,039,066 | |||||||||||
Common stock, shares outstanding | 29,039,066 | |||||||||||
Common stock, shares authorised | 2,000,000,000 | 475,000,000 | 4,000,000,000 |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property and equipment, estimated useful life | P3Y | P7Y | ||||
Depreciation expense | $100 | $200 | $200 | |||
Property and equipment expense | $628 | |||||
Minimum [Member] | ||||||
Property and equipment, estimated useful life | P3Y | P3Y | ||||
Maximum [Member] | ||||||
Property and equipment, estimated useful life | P7Y | P7Y |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | |||
Furniture and fixtures | $3,389 | $1,841 | $1,192 |
Office equipment | 24,092 | 649 | |
Production equipment | 27,481 | ||
Total property and equipment | -1,840 | 1,841 | 1,841 |
Less: Accumulated depreciation | 25,641 | -1,213 | -1,013 |
Property and equipment, net | 828 | 828 | |
Impairment expense | 25,641 | -828 | |
Property and equipment, net | $25,641 | $828 |
Stock_Payable_Details_Narrativ
Stock Payable (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 26, 2012 | |
Stock issued during period, shares | 48,733,764 | ||||
Loss on stock issuance | $93,064 | ($48,200) | ($109,600) | ($262,500) | |
Common stock outstanding shares | 424,887,581 | 62,676,958 | 33,752,315 | ||
Ironridge Global [Member] | |||||
Settlement amount as per agreement | 284,917 | ||||
Number of common stock shares entitled to receive by entity | 1,000,000 | ||||
Aggregate equal value of shares received by entity | 332,748 | ||||
Divided percentage for calculate aggregate value | 70.00% | ||||
Minimum aggregate trading value | 1,750,000 | ||||
Maximum percentage to receive shares of common stock | 9.99% | ||||
Stock issued during period, shares | 17,800,000 | 5,357,150 | 97,150 | ||
Stock issued during period | 234,200 | 354,103 | |||
Percentage of common stock shares issued represent of outstanding common stock after issuance | 9.99% | ||||
Loss on stock issuance | 109,600 | 316,602 | |||
Common stock outstanding shares | 875,491 | ||||
Remaining balance of the stock payable, shares | 0 | 243,448 | 24,378,310 | 42,178,310 | |
Remaining balance of stock payable | 0 | 34,778,310 | 170,648 | 295,318 | |
Minimum period for not to hold any common stock | 180 days | 180 days | |||
Ironridge [Member] | |||||
Number of common stock subscribed during the period | 24,378,310 | 7,400,000 | |||
Common stock settlement amount | 170,648 | 21,000 | |||
Loss on stock issuance | $93,097 | $48,100 |
Notes_and_Convertible_Notes_Pa
Notes and Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Premium liability | $29,846 | $8,077 | |
Unamortized discount due to derivative liabilities | -261,276 | -54,962 | -5,787 |
Total convertible notes outstanding, net | 397,205 | 228,615 | 108,013 |
Notes Payable 1 [Member] | |||
Note payable | 20,000 | 20,000 | 6,000 |
Notes Payable 2 [Member] | |||
Note payable | 40,000 | 45,000 | 20,000 |
Notes Payable 3 [Member] | |||
Note payable | 0 | 109,500 | 32,500 |
Notes Payable 4 [Member] | |||
Note payable | 15,000 | 15,000 | 32,500 |
Notes Payable 5 [Member] | |||
Note payable | 15,000 | ||
Notes Payable 6 [Member] | |||
Note payable | 15,000 | ||
Notes Payable 7 [Member] | |||
Note payable | 2,500 | 2,500 | |
Notes Payable 8 [Member] | |||
Note payable | 53,000 | ||
Notes Payable 9 [Member] | |||
Note payable | 11,000 | ||
Notes Payable 10 [Member] | |||
Note payable | 20,000 | ||
Notes Payable 11 [Member] | |||
Note payable | 34,262 | 22,800 | |
Notes Payable 12 [Member] | |||
Note payable | 6,000 | ||
Notes Payable 13 [Member] | |||
Note payable | 35,530 | ||
Notes Payable 14 [Member] | |||
Note payable | |||
Notes Payable 15 [Member] | |||
Note payable | 30,000 | ||
Notes Payable 16 [Member] | |||
Note payable | 77,425 | ||
Notes Payable 17 [Member] | |||
Note payable | 51,922 | ||
Notes Payable 18 [Member] | |||
Note payable | 88,500 | ||
Notes Payable 19 [Member] | |||
Note payable | 50,000 | ||
Notes Payable 20 [Member] | |||
Note payable | 42,500 | ||
Notes Payable 21 [Member] | |||
Note payable | 42,500 | ||
Notes Payable 22 [Member] | |||
Note payable | $52,500 |
Notes_and_Convertible_Notes_Pa1
Notes and Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 23, 2012 | |
Proceeds from issuance of notes | $399,435 | $182,250 | $229,000 | $150,800 | |||
Convertible common stock per share | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ||
Stock issued for convertible note | 91,935,386 | ||||||
Accrued interest | 36,848 | 36,848 | |||||
Debt forgiveness amount | -22,000 | -8,000 | -3,750 | ||||
Notes Payable 1 [Member] | |||||||
Proceeds from issuance of notes | 50,000 | 50,000 | 6,000 | ||||
Note, interest rate | 10.00% | 10.00% | 10.00% | ||||
Loan maturity date | 30-Sep-14 | 30-Sep-14 | |||||
Conversion of convertible debt price per share | $0.05 | $0.05 | $0.05 | ||||
Stock issued for convertible note | 2,639,237 | 2,639,237 | |||||
Stock issued for convertible note, value | 30,000 | 30,000 | |||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | |||||
Derivative liability, dividend rate | 0.00% | 0.00% | |||||
Derivative liability, volatility rate | 597.00% | 597.00% | |||||
Notes Payable 2 [Member] | |||||||
Proceeds from issuance of notes | 45,000 | 45,000 | 50,000 | ||||
Note, interest rate | 8.00% | 8.00% | 8.00% | 10.00% | |||
Loan maturity date | 5-Mar-14 | 5-Mar-14 | 30-Sep-14 | ||||
Convertible common stock per share | $0.05 | ||||||
Outstanding value of notes payable | 30,000 | ||||||
Stock issued for convertible note | 2,543,235 | 2,543,235 | 2,639,327 | ||||
Stock issued for convertible note, value | 5,000 | 5,000 | |||||
Debt amount | 15,000 | 15,000 | 15,000 | ||||
Repayment of debt by cash | 15,000 | 15,000 | |||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.00% | ||||
Derivative liability, dividend rate | 20.00% | 20.00% | 0.00% | ||||
Derivative liability, volatility rate | 536.00% | 536.00% | 597.00% | ||||
Notes Payable 3 [Member] | |||||||
Proceeds from issuance of notes | 109,500 | 109,500 | 32,500 | ||||
Note, interest rate | 12.00% | 12.00% | 12.00% | 8.00% | |||
Debt discounts percentage | 45.00% | 45.00% | 45.00% | 45.00% | |||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.00% | ||||
Derivative liability, dividend rate | 0.00% | 0.00% | 286.00% | ||||
Derivative liability, volatility rate | 65.00% | 65.00% | 0.00% | ||||
Notes Payable 4 [Member] | |||||||
Proceeds from issuance of notes | 15,000 | 15,000 | 32,500 | ||||
Note, interest rate | 6.00% | 6.00% | 6.00% | 8.00% | |||
Stock issued for convertible note | 5,388,537 | ||||||
Debt discounts percentage | 35.00% | 35.00% | 35.00% | ||||
Debt amount | 8,077 | 8,077 | 8,077 | ||||
Derivative liability, risk free interest rate | 0.01% | ||||||
Derivative liability, dividend rate | 276.00% | ||||||
Derivative liability, volatility rate | 0.00% | ||||||
Notes Payable 5 [Member] | |||||||
Proceeds from issuance of notes | 15,000 | 15,000 | 10,500 | ||||
Note, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||
Loan maturity date | 29-Apr-14 | ||||||
Stock issued for convertible note | 1,677,060 | ||||||
Debt discounts percentage | 30.00% | 30.00% | 30.00% | 60.00% | |||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.01% | ||||
Derivative liability, dividend rate | 0.00% | 0.00% | 276.00% | ||||
Derivative liability, volatility rate | 517.00% | 597.00% | 0.00% | ||||
Notes Payable 6 [Member] | |||||||
Proceeds from issuance of notes | 15,500 | 15,500 | 45,000 | ||||
Note, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||
Loan maturity date | 5-Mar-14 | ||||||
Debt discounts percentage | 45.00% | 45.00% | 45.00% | ||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | |||||
Derivative liability, dividend rate | 0.00% | 0.00% | |||||
Derivative liability, volatility rate | 580.00% | 580.00% | |||||
Notes Payable 7 [Member] | |||||||
Proceeds from issuance of notes | 2,500 | 2,500 | 109,500 | ||||
Note, interest rate | 6.00% | 6.00% | 6.00% | 12.00% | |||
Loan maturity date | 29-Apr-14 | 29-Apr-14 | |||||
Debt discounts percentage | 35.00% | 35.00% | 35.00% | ||||
Issuance of warrants for purchase of common stock | 133,334 | 133,334 | |||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | |||||
Derivative liability, dividend rate | 0.00% | 0.00% | |||||
Derivative liability, volatility rate | 599.00% | 599.00% | |||||
Notes Payable 8 [Member] | |||||||
Proceeds from issuance of notes | 53,000 | 53,000 | 27,500 | ||||
Note, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||
Stock issued for convertible note | 3,988,570 | ||||||
Debt discounts percentage | 45.00% | 45.00% | 45.00% | 60.00% | |||
Repayment of debt by cash | 10,250 | ||||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.00% | ||||
Derivative liability, dividend rate | 0.00% | 0.00% | 276.00% | ||||
Derivative liability, volatility rate | 586.00% | 586.00% | 0.00% | ||||
Notes Payable 8 [Member] | June 25, 2014 [Member] | |||||||
Stock issued for convertible note | 8,000,000 | 8,000,000 | |||||
Stock issued for convertible note, value | 11,000 | 11,000 | |||||
Notes Payable 8 [Member] | August 7, 2014 [Member] | |||||||
Stock issued for convertible note | 53,299,071 | 53,299,071 | |||||
Stock issued for convertible note, value | 41,000 | 41,000 | |||||
Notes Payable 9 [Member] | |||||||
Proceeds from issuance of notes | 44,000 | 44,000 | 22,500 | ||||
Note, interest rate | 8.00% | ||||||
Stock issued for convertible note | 3,666,667 | 3,666,667 | 3,840,961 | ||||
Stock issued for convertible note, value | 11,000 | 11,000 | |||||
Debt discounts percentage | 50.00% | 50.00% | 50.00% | 45.00% | |||
Debt amount | 22,000 | 22,000 | 22,000 | ||||
Convertible debt | 22,000 | 22,000 | 22,000 | ||||
Derivative liability, risk free interest rate | 0.00% | ||||||
Derivative liability, dividend rate | 482.00% | ||||||
Derivative liability, volatility rate | 0.00% | ||||||
Notes Payable 10 [Member] | |||||||
Proceeds from issuance of notes | 20,000 | 20,000 | 15,000 | ||||
Note, interest rate | 6.00% | 6.00% | 6.00% | 8.00% | |||
Debt discounts percentage | 35.00% | 35.00% | 35.00% | 30.00% | |||
Debt amount | 10,769 | 10,769 | 10,769 | ||||
Derivative liability, risk free interest rate | 0.00% | ||||||
Derivative liability, dividend rate | 517.00% | ||||||
Derivative liability, volatility rate | 0.00% | ||||||
Notes Payable 11 [Member] | |||||||
Proceeds from issuance of notes | 22,800 | ||||||
Note, interest rate | 8.00% | ||||||
Outstanding value of notes payable | 35,000 | 35,000 | 35,000 | ||||
Stock issued for convertible note | 4,185,380 | ||||||
Debt discounts percentage | 45.00% | ||||||
Accrued interest | 4,710 | 4,710 | 4,710 | ||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.00% | ||||
Derivative liability, dividend rate | 0.00% | 0.00% | 323.00% | ||||
Derivative liability, volatility rate | 526.00% | 526.00% | 0.00% | ||||
Notes Payable 12 [Member] | |||||||
Proceeds from issuance of notes | 6,000 | 6,000 | 15,500 | ||||
Note, interest rate | 9.88% | 9.88% | 9.88% | 8.00% | |||
Debt discounts percentage | 30.00% | 30.00% | 30.00% | 45.00% | |||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.00% | ||||
Derivative liability, dividend rate | 0.00% | 0.00% | 580.00% | ||||
Derivative liability, volatility rate | 536.00% | 536.00% | 0.00% | ||||
Notes Payable 13 [Member] | |||||||
Proceeds from issuance of notes | 53,000 | 53,000 | 15,000 | ||||
Note, interest rate | 8.00% | 8.00% | 8.00% | 6.00% | |||
Loan maturity date | 6-Nov-14 | 6-Nov-14 | |||||
Stock issued for convertible note | 85,905,098 | 85,905,098 | |||||
Stock issued for convertible note, value | 18,000 | 18,000 | |||||
Debt discounts percentage | 45.00% | 45.00% | 45.00% | 35.00% | |||
Debt amount | 8,077 | ||||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | |||||
Derivative liability, dividend rate | 0.00% | 0.00% | |||||
Derivative liability, volatility rate | 536.00% | 536.00% | |||||
Notes Payable 14 [Member] | |||||||
Proceeds from issuance of notes | 25,000 | 25,000 | 75,000 | ||||
Note, interest rate | 12.00% | 12.00% | 12.00% | 6.00% | |||
Loan maturity date | 26-Mar-14 | ||||||
Convertible common stock per share | $0.02 | ||||||
Stock issued for convertible note | 3,846,154 | ||||||
Stock issued for convertible note, value | 19,801 | 19,801 | |||||
Debt discounts percentage | 40.00% | 40.00% | 40.00% | 35.00% | |||
Issuance of warrants for purchase of common stock | 4,000,000 | ||||||
Debt amount | 40,835 | ||||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.00% | ||||
Derivative liability, dividend rate | 0.00% | 0.00% | 596.00% | ||||
Derivative liability, volatility rate | 536.00% | 536.00% | 0.00% | ||||
Notes Payable 14 [Member] | April 10, 2014 [Member] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,699,000 | 3,699,000 | |||||
Notes Payable 14 [Member] | May 8, 2014 [Member] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,280,000 | 4,280,000 | |||||
Notes Payable 14 [Member] | June 23, 2014 [Member] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,288,000 | 5,288,000 | |||||
Notes Payable 15 [Member] | |||||||
Proceeds from issuance of notes | 30,000 | 30,000 | 7,500 | ||||
Note, interest rate | 8.00% | 8.00% | 8.00% | 6.00% | |||
Loan maturity date | 21-Apr-14 | ||||||
Convertible common stock per share | $0.02 | ||||||
Stock issued for convertible note | 923,077 | ||||||
Debt discounts percentage | 42.00% | 42.00% | 42.00% | 35.00% | |||
Issuance of warrants for purchase of common stock | 400,000 | ||||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.00% | ||||
Derivative liability, dividend rate | 0.00% | 0.00% | 598.00% | ||||
Derivative liability, volatility rate | 61.00% | 61.00% | 0.00% | ||||
Notes Payable 16 [Member] | |||||||
Proceeds from issuance of notes | 86,500 | 86,500 | 2,500 | ||||
Note, interest rate | 12.00% | 12.00% | 12.00% | 6.00% | |||
Loan maturity date | 5-Mar-15 | 5-Mar-15 | 29-Apr-14 | ||||
Convertible common stock per share | $0.02 | ||||||
Stock issued for convertible note | 3,000,000 | 3,000,000 | |||||
Stock issued for convertible note, value | 4,132 | 4,132 | |||||
Debt discounts percentage | 45.00% | 45.00% | 45.00% | 35.00% | |||
Issuance of warrants for purchase of common stock | 133,334 | ||||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.00% | ||||
Derivative liability, dividend rate | 0.00% | 0.00% | 599.00% | ||||
Derivative liability, volatility rate | 65.00% | 65.00% | 0.00% | ||||
Notes Payable 17 [Member] | |||||||
Proceeds from issuance of notes | 86,291 | 86,291 | 53,000 | ||||
Note, interest rate | 12.00% | 12.00% | 12.00% | 8.00% | |||
Loan maturity date | 5-Mar-15 | 5-Mar-15 | |||||
Stock issued for convertible note | 6,000,000 | 6,000,000 | |||||
Stock issued for convertible note, value | 30,000 | 30,000 | |||||
Debt discounts percentage | 45.00% | ||||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | 0.00% | ||||
Derivative liability, dividend rate | 0.00% | 0.00% | 586.00% | ||||
Derivative liability, volatility rate | 63.00% | 63.00% | 0.00% | ||||
Notes Payable 18 [Member] | |||||||
Proceeds from issuance of notes | 88,500 | 88,500 | |||||
Note, interest rate | 6.00% | 6.00% | 6.00% | ||||
Loan maturity date | 30-Jun-15 | 30-Jun-15 | |||||
Notes Payable 19 [Member] | |||||||
Proceeds from issuance of notes | 50,000 | 50,000 | |||||
Note, interest rate | 6.00% | 6.00% | 6.00% | ||||
Loan maturity date | 8-Aug-15 | 8-Aug-15 | |||||
Debt discounts percentage | 35.00% | 35.00% | 35.00% | ||||
Notes Payable 20 [Member] | |||||||
Proceeds from issuance of notes | 42,500 | 42,500 | |||||
Note, interest rate | 22.00% | 22.00% | 22.00% | ||||
Loan maturity date | 7-Jan-15 | 7-Jan-15 | |||||
Debt discounts percentage | 45.00% | 45.00% | 45.00% | ||||
Derivative liability, risk free interest rate | 0.00% | 0.00% | |||||
Derivative liability, dividend rate | 0.00% | 0.00% | |||||
Derivative liability, volatility rate | 197.00% | 197.00% | |||||
Notes Payable 21 [Member] | |||||||
Proceeds from issuance of notes | 42,500 | 42,500 | |||||
Note, interest rate | 22.00% | 22.00% | 22.00% | ||||
Loan maturity date | 8-Jan-15 | 8-Jan-15 | |||||
Debt discounts percentage | 45.00% | 45.00% | 45.00% | ||||
Derivative liability, risk free interest rate | 0.01% | 0.01% | |||||
Derivative liability, dividend rate | 0.00% | 0.00% | |||||
Derivative liability, volatility rate | 162.00% | 162.00% | |||||
Notes Payable 22 [Member] | |||||||
Proceeds from issuance of notes | $52,500 | $52,500 | |||||
Note, interest rate | 12.00% | 12.00% | 12.00% | ||||
Loan maturity date | 5-Jun-15 | 5-Jun-15 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Oct. 05, 2012 | Sep. 14, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 28, 2014 | Dec. 31, 2012 | |
Stock issued during period for stock based compensation, shares | 4,000,000 | 2,000,000,000 | ||||||||
Stock based compensation, description | Company issued 2,000,000,000 shares of common stock and 1 share of convertible preferred B stock to an officer and director that has been classified as stock based compensation during the year ended December 31, 2012. | |||||||||
Consulting expenses paid to officer | $108,195 | $67,765 | $241,554 | $276,028 | $299,818 | $454,201 | ||||
Stock issued for services, shares | 3,750,000 | 500,000 | ||||||||
Stock cancelled during the period | 20,000,000 | |||||||||
Conversion of convertible debt | 116,199 | 47,110 | ||||||||
Joseph Canouse [Member] | ||||||||||
Stock based compensation, description | At the time of his appointment Mr. Canouse received the 1 share of convertible Preferred B stock previously issued to a director | |||||||||
Stock cancelled during the period | 2,000,000,000 | |||||||||
Stock issued during the period post-reverse split | 20,000,000 | |||||||||
Kevin Quirk [Member] | ||||||||||
Stock based compensation, description | the Company issued 1 additional shares of convertible preferred B stock to Mr. Quirk when he joined the Company | |||||||||
Related Party [Member] | ||||||||||
Conversion amount | 11,000 | |||||||||
Conversion of convertible debt | 22,000 | |||||||||
Number of stock issued during period for conversion | 3,666,667 | |||||||||
Director [Member] | ||||||||||
Consulting expenses paid to officer | $50,000 | |||||||||
Convertible Preferred B Stock [Member] | ||||||||||
Stock issued during period for stock based compensation, shares | 1 | |||||||||
Convertible Preferred C Stock [Member] | ||||||||||
Stock issued during period for stock based compensation, shares | 35,000 | |||||||||
Stock issued for services, shares | 9,000 | 35,000 | ||||||||
Series B Preferred Stock [Member] | Joseph Canouse [Member] | ||||||||||
Stock issued for services, shares | 1 | |||||||||
Series B Preferred Stock [Member] | Kevin Quirk [Member] | ||||||||||
Stock based compensation, description | when Mr. Kevin Quirk became CEO of the Company Mr. Canouse transferred 1 share of the Preferred Series B stock to Mr. Quirk. | |||||||||
Stock issued for services, shares | 1 |
Stockholders_Equity_Deficit_De
Stockholder's Equity (Deficit) (Details Narrative) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||
Oct. 29, 2013 | Oct. 21, 2013 | Sep. 26, 2013 | Aug. 05, 2013 | Oct. 05, 2012 | Sep. 14, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 10, 2012 | Apr. 26, 2012 | Jan. 10, 2012 | Sep. 26, 2013 | Oct. 31, 2012 | Dec. 31, 2012 | Jul. 23, 2012 | Jun. 23, 2012 | |
Common stock, shares authorized | 2,000,000,000 | 475,000,000 | 475,000,000 | 475,000,000 | 4,000,000,000 | |||||||||||||
Common stock, par value | $0.00 | $0.00 | $0.00 | 0.00001 | $0.00 | |||||||||||||
Preferred stock, shares authorized | ||||||||||||||||||
Preferred stock, par value | ||||||||||||||||||
Accrued interest | $36,848 | |||||||||||||||||
Shares of restricted common stock to initial private placement investors | 19,500 | |||||||||||||||||
Stock issued during period for services, shares | 3,750,000 | 500,000 | ||||||||||||||||
Common stock issued during period for acquisition | 26,500 | |||||||||||||||||
Stock issued during period for stock based compensation, shares | 4,000,000 | 2,000,000,000 | ||||||||||||||||
Conversion of convertible debt | 116,199 | 47,110 | ||||||||||||||||
Debt instrument, converted, convertible notes payable principal and accrued interest | 93,443 | 93,443 | ||||||||||||||||
Shares issued during period to unrelated party, shares | 100,000 | |||||||||||||||||
Shares issued during period to unrelated party | 2,000 | |||||||||||||||||
Shares issued during period for cash | 5,000 | |||||||||||||||||
Reverse stock split | 1 for 100 reverse stock split, which reduced the number of issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066. | 653 shares of common stock in conjunction with the rounding of shares produced by the reverse stock split previously described in this filing | ||||||||||||||||
Stock issued during period | 48,733,764 | |||||||||||||||||
Additional unrestricted stock issued during period | 5,260,000 | |||||||||||||||||
Stock issued during period for services, value | 2,950 | 29,570 | 614,515 | |||||||||||||||
Stock cancelled during the period | 20,000,000 | |||||||||||||||||
Stock based compensation, description | Company issued 2,000,000,000 shares of common stock and 1 share of convertible preferred B stock to an officer and director that has been classified as stock based compensation during the year ended December 31, 2012. | |||||||||||||||||
Cancellation of treasury stock, value | 208 | |||||||||||||||||
Issuance of warrants to purchase of common stock | 133,334 | 400,000 | 4,000,000 | |||||||||||||||
Equity issuance price per share | $0.02 | $0.02 | $0.02 | |||||||||||||||
Loss on stock issuance | 93,064 | -48,200 | -109,600 | -262,500 | ||||||||||||||
Convertible Promissory Note One [Member] | ||||||||||||||||||
Accrued interest | 562 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 5,400,000 | |||||||||||||||||
Conversion of convertible debt | 86,000 | |||||||||||||||||
Convertible Promissory Note Two [Member] | ||||||||||||||||||
Accrued interest | 1,824 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 10,000,000 | |||||||||||||||||
Conversion of convertible debt | 53,000 | |||||||||||||||||
Convertible Promissory Note Three [Member] | ||||||||||||||||||
Common stock shares issued for settlement agreement | 6,378,310 | |||||||||||||||||
Common stock shares issued value for settlement agreement | 44,648 | |||||||||||||||||
Fair market value of common stock issued for settlement | 2,551 | |||||||||||||||||
Loss on stock issuance | 42,096 | |||||||||||||||||
Convertible Promissory Note Four [Member] | ||||||||||||||||||
Accrued interest | 1,278 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 10,058,140 | |||||||||||||||||
Conversion of convertible debt | 53,000 | |||||||||||||||||
Convertible Promissory Note Five [Member] | ||||||||||||||||||
Accrued interest | 210 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 5,556,500 | |||||||||||||||||
Conversion of convertible debt | 25,000 | |||||||||||||||||
Convertible Promissory Note Six [Member] | ||||||||||||||||||
Accrued interest | 884 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 6,000,000 | |||||||||||||||||
Conversion of convertible debt | 86,000 | |||||||||||||||||
Convertible Promissory Note Seven [Member] | ||||||||||||||||||
Accrued interest | 896 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 9,071,459 | |||||||||||||||||
Conversion of convertible debt | 53,000 | |||||||||||||||||
Convertible Promissory Note Eight [Member] | ||||||||||||||||||
Accrued interest | 604 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 16,377,049 | |||||||||||||||||
Conversion of convertible debt | 53,000 | |||||||||||||||||
Convertible Promissory Note Nine [Member] | ||||||||||||||||||
Accrued interest | 63 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 5,858,000 | |||||||||||||||||
Conversion of convertible debt | 25,000 | |||||||||||||||||
Convertible Promissory Note Ten [Member] | ||||||||||||||||||
Accrued interest | 25 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 6,000,000 | |||||||||||||||||
Conversion of convertible debt | 4,488 | |||||||||||||||||
Convertible Promissory Note Eleven [Member] | ||||||||||||||||||
Accrued interest | 1,446 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 6,000,000 | |||||||||||||||||
Conversion of convertible debt | 86,291 | |||||||||||||||||
Convertible Promissory Note Twelve [Member] | ||||||||||||||||||
Accrued interest | 113 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 7,792,453 | |||||||||||||||||
Conversion of convertible debt | 53,000 | |||||||||||||||||
Convertible Promissory Note Thirteen [Member] | ||||||||||||||||||
Accrued interest | 1,143 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 5,000,000 | |||||||||||||||||
Conversion of convertible debt | 86,000 | |||||||||||||||||
Convertible Promissory Note Fourteen [Member] | ||||||||||||||||||
Accrued interest | 2,276 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 21,486,456 | |||||||||||||||||
Conversion of convertible debt | 53,000 | |||||||||||||||||
Convertible Promissory Note Fifteen [Member] | ||||||||||||||||||
Accrued interest | 2,480 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 11,297,000 | |||||||||||||||||
Conversion of convertible debt | 39,709 | |||||||||||||||||
Convertible Promissory Note Sixteen [Member] | ||||||||||||||||||
Accrued interest | 1,570 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 9,000,000 | |||||||||||||||||
Conversion of convertible debt | 86,000 | |||||||||||||||||
Convertible Promissory Note Seventeen [Member] | ||||||||||||||||||
Accrued interest | 2,024 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 21,486,486 | |||||||||||||||||
Conversion of convertible debt | 53,000 | |||||||||||||||||
Convertible Promissory Note Eighteen [Member] | ||||||||||||||||||
Accrued interest | 1,717 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 12,000,000 | |||||||||||||||||
Conversion of convertible debt | 86,000 | |||||||||||||||||
Convertible Promissory Note Nineteen [Member] | ||||||||||||||||||
Accrued interest | 1,756 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 21,461,538 | |||||||||||||||||
Conversion of convertible debt | 53,000 | |||||||||||||||||
Convertible Promissory Note Twenty [Member] | ||||||||||||||||||
Accrued interest | 1,622 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 12,150,000 | |||||||||||||||||
Conversion of convertible debt | 39,709 | |||||||||||||||||
Convertible Promissory Note Twenty One [Member] | ||||||||||||||||||
Accrued interest | 1,791 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 15,000,000 | |||||||||||||||||
Conversion of convertible debt | 86,000 | |||||||||||||||||
Convertible Promissory Note Twenty Two [Member] | ||||||||||||||||||
Accrued interest | 1,602 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 21,470,588 | |||||||||||||||||
Conversion of convertible debt | 53,000 | |||||||||||||||||
Convertible Promissory Note Twenty Three [Member] | ||||||||||||||||||
Accrued interest | 1,978 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 17,000,000 | |||||||||||||||||
Conversion of convertible debt | 86,000 | |||||||||||||||||
Convertible Promissory Note Twenty Four [Member] | ||||||||||||||||||
Accrued interest | 1,358 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 16,979,000 | |||||||||||||||||
Conversion of convertible debt | 39,709 | |||||||||||||||||
Convertible Promissory Note Twenty Five [Member] | ||||||||||||||||||
Accrued interest | 1,972 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 19,000,000 | |||||||||||||||||
Conversion of convertible debt | 86,000 | |||||||||||||||||
Asher Enterprise Inc [Member] | ||||||||||||||||||
Stock issued during period for services, shares | 500,000 | |||||||||||||||||
Stock issued during period for services, value | 15,000 | |||||||||||||||||
Ironridge Global [Member] | ||||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 17,800,000 | |||||||||||||||||
Joseph Canouse [Member] | ||||||||||||||||||
Stock cancelled during the period | 2,000,000,000 | |||||||||||||||||
Stock based compensation, description | At the time of his appointment Mr. Canouse received the 1 share of convertible Preferred B stock previously issued to a director | |||||||||||||||||
Kevin Quirk [Member] | ||||||||||||||||||
Stock based compensation, description | the Company issued 1 additional shares of convertible preferred B stock to Mr. Quirk when he joined the Company | |||||||||||||||||
Ironridge Global [Member] | ||||||||||||||||||
Stock issued for settlement of debt | 284,917 | |||||||||||||||||
Stock issued during period | 17,800,000 | 5,357,150 | 97,150 | |||||||||||||||
Loss on stock issuance | 109,600 | 316,602 | ||||||||||||||||
Anthus Life Corporation [Member] | ||||||||||||||||||
Shares of restricted common stock to initial private placement investors | 150,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Stock issued during period for services, shares | 2,256,982 | 3,813,000 | ||||||||||||||||
Stock issued during period for stock based compensation, shares | 20,000,000 | |||||||||||||||||
Stock held in treasury, retired | 358,785 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 28,676,129 | 174,220 | ||||||||||||||||
Conversion of convertible debt | 12,989 | 17,422 | ||||||||||||||||
Stock issued during period for services, value | 2,257 | 8,070 | ||||||||||||||||
Common Stock [Member] | Five Convertible Notes Payable from Non- Related Parties [Member] | ||||||||||||||||||
Debt instrument, converted, convertible notes payable principal and accrued interest | 4,113,547 | 4,113,547 | ||||||||||||||||
Common Stock [Member] | Related Party [Member] | ||||||||||||||||||
Stock issued during period for services, shares | 36,500 | |||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Shares issued during period for cash, shares | 2,000 | 5,200 | ||||||||||||||||
Shares issued during period for cash | 13,000 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Stock held in treasury, retired | 10,000,000 | |||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||
Stock issued during period for services, shares | 2,256,982 | |||||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 28,676,129 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Warrants expiration date | 29-Oct-15 | 21-Oct-15 | 26-Sep-15 | |||||||||||||||
Fair value of warrants | $3,099 | $5,600 | $140,000 | |||||||||||||||
Risk-free interest rate | 0.01% | 0.01% | 0.01% | |||||||||||||||
Volatility factor | 599.00% | 598.00% | 720.00% | |||||||||||||||
Expected life | 2 years | 2 years | 2 years | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, shares authorized | 30,000,000 | 100,000,000 | ||||||||||||||||
Preferred stock, par value | $0.00 | $0.00 | ||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, shares authorized | 10 | 10 | 10 | 10 | 10 | |||||||||||||
Preferred stock, par value | $0 | $0 | $0 | 0 | $0.00 | |||||||||||||
Series B Preferred Stock [Member] | Joseph Canouse [Member] | ||||||||||||||||||
Stock issued during period for services, shares | 1 | |||||||||||||||||
Number of issued shares transferred to new related parties | 2 | |||||||||||||||||
Series B Preferred Stock [Member] | Kevin Quirk [Member] | ||||||||||||||||||
Stock issued during period for services, shares | 1 | |||||||||||||||||
Stock based compensation, description | when Mr. Kevin Quirk became CEO of the Company Mr. Canouse transferred 1 share of the Preferred Series B stock to Mr. Quirk. | |||||||||||||||||
Number of issued shares transferred to new related parties | 2 | |||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 30,000,000 | |||||||||||||
Preferred stock, par value | $0.00 | $0.00 | $0.00 | 0.00001 | $0.00 | |||||||||||||
Stock cancelled during the period | 35,000 | |||||||||||||||||
Convertible Preferred C Stock [Member] | ||||||||||||||||||
Stock issued during period for services, shares | 9,000 | 35,000 | ||||||||||||||||
Stock issued during period for deferred services, shares | 9,000 | |||||||||||||||||
Stock issued during period for stock based compensation, shares | 35,000 | |||||||||||||||||
Stock issued during period | 282,980 | |||||||||||||||||
Convertible Preferred B Stock [Member] | ||||||||||||||||||
Preferred stock, voting rights | As a result of the voting rights granted to the Series B Preferred, the Series B Stockholders together hold in the aggregate approximately 80% of the total voting power of all issued and outstanding voting capital of the Company. | |||||||||||||||||
Stock issued during period for stock based compensation, shares | 1 |
Stockholders_Equity_Deficit_Sc
Stockholders' Equity (Deficit) - Schedule of Stock Warrants Outstanding (Details) (Warrant [Member], USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Warrants Outstanding, Beginning Balance | 0 | ||
Warrants Outstanding, Ending Balance | 4,533,334 | 4,533,334 | 0 |
Warrants, Common stock issuable upon exercise of warrants | 4,533,334 | 4,533,334 | |
Weighted Average Exercise Price, Outstanding, Beginning | $0.02 | ||
Weighted Average Exercise Price, Outstanding, Ending | $0.02 | $0.02 | $0.02 |
Weighted Average Exercise Price, Common stock issuable upon exercise of warrants | $0.02 | $0.02 | |
September 26, 2013 [Member] | |||
Warrants, Granted | 4,000,000 | 4,000,000 | |
Weighted Average Exercise Price, Granted | $0.02 | $0.02 | |
October 21, 2013 [Member] | |||
Warrants, Granted | 400,000 | 400,000 | |
Weighted Average Exercise Price, Granted | $0.02 | $0.02 | |
October 29, 2013 [Member] | |||
Warrants, Granted | 133,334 | 133,334 | |
Weighted Average Exercise Price, Granted | $0.02 | $0.02 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||||
Percentage of cumulative tax effect | 50.00% | 34.00% | 34.00% | ||
Net operating loss carryforwards | $8,355,780 | $7,608,511 | |||
Change in valuation allowance | 175,823 | 1,830,894 | |||
Estimate the benefit of loss carry forward value | 3,042,780 | ||||
Federal statutory rate | 34.00% | 34.00% | 34.00% | ||
Valuation allowance | $2,549,239 | $2,369,603 | $175,823 |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Tax Benefit (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||
Current operations | $179,636 | $1,830,894 |
Less: Valuation allowance | -179,636 | -1,830,894 |
Net provision for Federal income taxes | $0 | $0 |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Taxes Rate (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||||||
Expected expense (benefit) (34%) | ($217,289) | ($1,830,894) | ||||
Permanent differences | 41,466 | |||||
Change in valuation allowance | 175,823 | 1,830,894 | ||||
Accrued expense (benefit) | ||||||
Federal statutory rate | 34.00% | 34.00% | 34.00% |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Income Tax Assets (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryover | $2,549,239 | $2,369,603 | |
Less: valuation allowance | -2,549,239 | -175,823 | -2,369,603 |
Net deferred income tax asset |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||
Oct. 05, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 12, 2014 | Mar. 25, 2014 | Feb. 28, 2014 | Feb. 20, 2014 | Feb. 12, 2014 | Feb. 13, 2014 | Feb. 06, 2014 | Feb. 04, 2014 | Jan. 16, 2014 | Jan. 02, 2014 | Oct. 29, 2014 | |
Issuance of common stock for service rendered | 3,750,000 | 500,000 | ||||||||||||||
Issuance of common stock value for service rendered | $2,950 | $29,570 | $614,515 | |||||||||||||
Stock issued during the period for conversion of notes payable, value | 116,199 | 47,110 | ||||||||||||||
Fair market value of common stock issued for settlement | 170,648 | 51,800 | 124,600 | 37,430 | ||||||||||||
Loss on stock issuance | 93,064 | -48,200 | -109,600 | -262,500 | ||||||||||||
Common stock outstanding | 424,887,581 | 62,676,958 | 33,752,315 | |||||||||||||
Shares issued in conjunction with partial conversion of certain promissory notes | 91,935,386 | |||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||
Common stock outstanding | 637,511,771 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Issuance of common stock for service rendered | 500,000 | |||||||||||||||
Issuance of common stock value for service rendered | 2,950 | |||||||||||||||
Stock issued during the period for conversion of notes payable, shares | 1,792,813 | 2,543,235 | 3,666,667 | 3,010,000 | 2,804,000 | 5,050,000 | 2,664,000 | |||||||||
Debt instrument, issuance date | 4-Jun-13 | 5-Mar-13 | 23-Jul-13 | 4-Jun-13 | 23-Jun-13 | 4-Jun-13 | ||||||||||
Stock issued during the period for conversion of notes payable, value | 4,000 | 5,000 | 5,400 | 7,000 | 10,100 | 4,000 | ||||||||||
Debt instrument, accrued interest | 620 | 560 | 66 | 103 | ||||||||||||
Debt instrument convertible conversion price | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ||||||||||
Common stock shares issued for settlement agreement | 8,000,000 | |||||||||||||||
Common stock shares issued value for settlement agreement | 56,000 | |||||||||||||||
Fair market value of common stock issued for settlement | 80,000 | |||||||||||||||
Loss on stock issuance | $24,000 | |||||||||||||||
Number of shares issued during period for partial conversion | 88,122,071 | |||||||||||||||
Common stock outstanding | 215,096,744 | |||||||||||||||
Subsequent Event [Member] | Notes Payable [Member] | ||||||||||||||||
Shares issued in conjunction with partial conversion of certain promissory notes | 212,302,506 |