Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 17, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Mind Solutions Inc. | ' |
Entity Central Index Key | '0001136711 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 1,081,384,647 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash and Cash Equivalents | $181,682 | $47,428 |
Prepaids | 135,520 | 289,550 |
Total Current Assets | 317,202 | 336,978 |
Fixed Assets | ' | ' |
Property Plant & Equipment | 89,653 | 86,717 |
Accumulated Depreciation | -86,171 | -84,299 |
Total Fixed Assets | 3,482 | 2,418 |
Other Assets | ' | ' |
Marketable Securities: Available-for-Sale | 1,667 | ' |
Total Other Assets | 1,667 | ' |
Total Assets | 322,351 | 339,396 |
Liabilities and Stockholders’ Equity: | ' | ' |
Accounts Payable & Accrued Expenses | 378,044 | 394,859 |
Accounts Payable to Related Parties | 3,500 | 3,500 |
Accrued Interest | 314,040 | 277,560 |
Notes Payable | 145,000 | 145,000 |
Convertible Notes Payable | 691,667 | 248,358 |
Derivative Liability | 1,043,967 | 19,907,242 |
Total Liabilities | 2,576,218 | 20,976,519 |
Stockholders’ Equity: | ' | ' |
Series A Preferred Stock, $0.001 par value 10,000,000 shares authorized, 10,000,000 shares issued and outstanding | 10,000 | ' |
Common Stock, $0.001 par value 5,000,000,000 shares authorized, 1,041,355,943 and 36,024,969 shares issued and outstanding | 1,041,356 | 36,025 |
Stock Payable | ' | 235,375 |
Additional Paid-In Capital | 16,933,954 | 2,807,266 |
Accumulated Comprehensive Loss | -378,333 | -330,000 |
Deficit Accumulated During the Development Stage | 19,860,844 | 23,385,789 |
Total Stockholders’ Equity (Deficit) | -2,253,867 | -20,637,123 |
Total Liabilities and Stockholders’ Equity | 322,351 | 339,396 |
Series A Preferred Stock | ' | ' |
Stockholders’ Equity: | ' | ' |
Series A Preferred Stock, $0.001 par value 10,000,000 shares authorized, 10,000,000 shares issued and outstanding | 10,000 | ' |
Total Stockholders’ Equity (Deficit) | 10,000 | ' |
Total Liabilities and Stockholders’ Equity | $10,000 | ' |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 1,041,355,943 | 36,024,969 |
Common stock, shares outstanding | 1,041,355,943 | 36,024,969 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 0 |
Preferred stock, shares outstanding | 10,000,000 | 0 |
Statements_Of_Operations
Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | 148 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Income Statement [Abstract] | ' | ' | ' | ' | ' |
Product Revenues | $534 | ' | $534 | ' | $1,697 |
Service Revenues | ' | ' | 50,000 | ' | 50,000 |
Total Revenues | 534 | ' | 50,534 | ' | 51,697 |
Cost of Sales | 174 | ' | 174 | ' | 852 |
Gross Profit | 360 | ' | 50,360 | ' | 50,845 |
Operating expenses: | ' | ' | ' | ' | ' |
Consulting | 621,871 | 460,880 | 1,040,397 | 1,566,372 | 3,012,614 |
Professional Fees | 52,014 | 58,984 | 144,439 | 149,923 | 373,859 |
General and Administration | 15,872 | 4,095 | 91,251 | 22,118 | 1,294,856 |
Total operating expenses | 689,757 | 523,959 | 1,276,087 | 1,738,413 | 4,681,329 |
Loss from operations | -689,397 | -523,959 | -1,225,727 | -1,738,413 | -4,630,484 |
Other Income and (Expenses): | ' | ' | ' | ' | ' |
Interest Expense | -16,048 | -10,112 | -50,218 | -33,012 | -105,895 |
Gain/(Loss) on Derivative adjustment | 5,871,123 | -2,133,379 | 4,800,890 | -2,268,166 | -15,236,075 |
Forgiveness of Debt | ' | ' | ' | 111,610 | 111,610 |
Total Other Income and (Expenses) | 5,855,075 | -2,143,491 | 4,750,672 | -2,189,568 | -15,230,360 |
Net Gain (Loss) before taxes | 5,165,678 | -2,667,450 | 3,524,945 | -3,927,981 | -19,860,844 |
Tax provisions | ' | ' | ' | ' | ' |
Net Gain (Loss) After Taxes | 5,165,678 | -2,667,450 | 3,524,945 | -3,927,981 | -19,860,844 |
Other Comprehensive Income: | ' | ' | ' | ' | ' |
Gain (Loss) on Available-for-Sale Securities | -10,833 | ' | -48,333 | 90,000 | -378,333 |
Other Comprensive Income (Loss) | $5,154,845 | ($2,667,450) | $3,476,612 | ($3,837,981) | ($20,239,177) |
Basic & diluted loss per share | $0.01 | ($5.97) | $0.01 | ($14.06) | ' |
Weighted average shares outstanding | 769,545,084 | 446,494 | 535,689,559 | 272,914 | ' |
Statements_Of_Cash_Flows
Statements Of Cash Flows (USD $) | 9 Months Ended | 148 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net Gain (Loss) for the period | $3,524,945 | ($3,927,981) | ($19,860,844) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ' |
Stock for services | 647,598 | 1,039,587 | 2,891,401 |
Derivative (gain)/loss adjustment | -4,800,890 | 2,268,166 | 15,106,352 |
Available-for-sale securities transferred as compensation | ' | 480,000 | 480,000 |
Available-for-sale securities received for service revenues | 50,000 | ' | 50,000 |
Forgiveness of debt | ' | -111,610 | -111,610 |
Depreciation | 1,872 | 1,981 | 4,532 |
Changes in Operated Assets and Liabilities: | ' | ' | ' |
Accounts payable and accrued expenses | 19,665 | -3,429 | 30,831 |
Accounts payable to related parties | ' | 45 | 115,110 |
Net cash used in operating activities | -556,810 | -253,241 | -1,294,228 |
CASH FLOW FROM INVESTING ACTIVITIES: | ' | ' | ' |
Purchase Equipment | -2,936 | ' | -3,620 |
Net cash used by investing activities | -2,936 | ' | -3,620 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from sale of stock | ' | ' | 10,000 |
Proceeds from officer contributions | ' | ' | 61,000 |
Proceeds from convertible notes | 694,000 | 248,500 | 1,119,345 |
Proceeds from convertible note to related party | ' | 48,526 | 48,526 |
Payments on convertible note to related party | ' | -38,805 | -38,474 |
Proceeds from notes payable to related parties | ' | ' | 418,769 |
Payments on notes payable to related parties | ' | ' | -139,636 |
Net cash provided by financing activities | 694,000 | 258,221 | 1,479,530 |
Net (Decrease) Increase in Cash | 134,254 | 4,980 | 181,682 |
Cash at Beginning of Period | 47,428 | 208 | ' |
Cash at End of Period | 181,682 | 5,188 | 181,682 |
Supplemental Disclosures: | ' | ' | ' |
Income Taxes Paid | ' | ' | ' |
Interest Paid | ' | ' | ' |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Issuance of common stock in payment of non related party convertible debt | 314,050 | 317,520 | 777,234 |
Issuance of common stock in payment of related party debt | ' | 51,000 | 51,000 |
Issuance of convertible note for consulting services | 200,000 | ' | 200,000 |
Consulting fees paid with available-for-sale securities asset | ' | 480,000 | 480,000 |
Stock issued for assets | ' | $90,000 | $90,000 |
Organization_And_Description_O
Organization And Description Of Business | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Description of Business | ' |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | |
Mind Solutions, Inc. (the “registrant”) was initially incorporated in the state of Delaware on May 19, 2000 as Medical Records by Net, Inc. On October 17, 2000, the registrant changed its name to Lifelink Online, Inc. In January 2001, its name was changed to MedStrong Corporation, and on March 9, 2001, the registrant name was changed to MedStrong International Corporation. On March 30, 2007, the registrant’s name was changed to VOIS, Inc. and the domicile was changed to the State of Florida. On October 19, 2012, the registrant executed a merger agreement with Mind Solutions, Inc. whereas Mind Solutions, Inc. became a wholly owned subsidiary of the registrant. Mind Solutions, Inc. was incorporated under the laws of Nevada on May 24, 2002, under the name Red Meteor Media, Inc. The registrant changed its name to Prize Entertainment, Inc. in November 2003, and then again to Mind Solutions, Inc. in January 2011. On October 28, 2013, the registrant changed its name from VOIS, Inc. to Mind Solutions, Inc. as well as changing its domicile from Florida to Nevada. | |
On October 28, 2013, the registrant closed an Agreement and Plan of Merger with Mind Solutions, Inc. For accounting purposes this agreement was treated as a reverse merger. The operations of the registrant became those solely of Mind Solutions, Inc. In connection with the merger agreement, the registrant changed its fiscal year end to coincide with that of Mind Solutions, Inc., which is December 31. Pursuant to the Plan of Merger with Mind Solutions, Inc., the holders of stock in VOIS, Inc. received one share of common stock, $0.001 par value per share, in Mind Solutions, Inc. for every 2,000 shares of common stock in VOIS, Inc. (in effect, a one for 2,000 reverse split). As a result, the then current common stockholders of VOIS, Inc. held all of the issued and outstanding shares of common stock in the surviving corporation Mind Solutions, Inc. | |
The registrant has developed software applications which are compatible with EEG headsets on the market. The registrant is working with the most advanced electronics manufacturing companies to develop the most advanced EEG headset on the market. This BCI headset will allow users to operate thought-controlled applications on their mobile phone devices as well as on traditional PC computers. The registrant has completed a working prototype which has been successfully tested on several Android devices. EEG headset can read brainwaves and allow for interaction with a computer. | |
The registrant develops software for thought controlled technologies, allowing the user to interact with the computer and other machines through the power of the mind. The technology involves the use of a wireless headset, which detects brainwaves on both the conscious and non-conscious level. This revolutionary neural processing technology makes it possible for computers to interact directly with the human brain. The registrant has created three applications currently available through the registrant’s website and is developing a micro EEG headset that is compatible with mobile smart phones and other devices. |
Preparation_Of_Financial_State
Preparation Of Financial Statements | 9 Months Ended |
Sep. 30, 2014 | |
Research and Development [Abstract] | ' |
Preparation of Financial Statements | ' |
NOTE 2 - PREPARATION OF FINANCIAL STATEMENTS | |
Basis of presentation | |
The registrant’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
The accompanying unaudited quarterly financial statements have been prepared on a basis consistent with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the periods are not necessarily indicative of the results expected for the full year or any future period. These statements should be read in conjunction with the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC on April 14, 2014, as amended by the registrant’s Form 10-K/A, Amendment No. 1, filed May 14, 2014, and the registrant’s Form 10-K/A, Amendment No. 2, filed August 1, 2014 (the “2013 Annual Report”). | |
Development Stage registrant | |
The registrant is currently a development stage enterprise reporting under the provisions of FASB ASC Topic 915, Development Stage Entity. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
Restated Financial Statements | |
Certain amounts in the prior period financial statements have been adjusted to conform to the one for 2,000 reverse stock split on October 15, 2013. | |
Prior Year Financial Statement Presentation | |
The prior year financial statements were prepared to show the effect of the reverse merger and to show the mark to market adjustment as other comprehensive income for comparative purposes in the prior year financial statements. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended | ||
Sep. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
A. Cash and equivalents | |||
The registrant considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and equivalents. | |||
B. Fixed Assets | |||
Fixed assets are recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. Expenditures for major additions and betterments are capitalized in amounts greater or equal to $500. Depreciation of equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three, five (5), or seven (7) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. | |||
C. Advertising expenses | |||
Advertising and marketing expenses are charged to operations as incurred. For the nine months ended September 30, 2014, and year ended December 31, 2013, advertising and marketing expense were $0, respectively. | |||
D. Revenue recognition | |||
The registrant follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The registrant will recognize revenue when it is realized or realizable and earned. The registrant 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. | |||
E. Stock-based compensation | |||
We record share based payments under the provisions of FASB ASC Topic 718, Compensation - Stock Compensation. Under FASB ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107,” SAB 107 expresses views of the staff regarding the interaction between FASB ASC 718 and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. FASB ASC 718 permitted public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for FASB ASC 718. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123. Effective with its fiscal 2006 year, the registrant adopted the provisions of FASB ASC 718 and related interpretations as provided by SAB 107 prospectively. As such, compensation cost is measured on the date of grant as its fair value. Such compensation amounts are amortized over the respective vesting periods of the options granted. | |||
F. Income Taxes | |||
The registrant adopted FASB ASC Topic 740, Income Taxes, at its inception. Under FASB ASC Topic 740, the deferred tax provision is determined under the liability method. Under this method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities using presently enacted tax rates. | |||
G. Earnings (loss) per share | |||
The registrant adopted FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For all periods diluted earnings per share is not presented, as potentially issuable securities are anti-dilutive. | |||
There are approximately 319,029,426 potentially dilutive post reverse stock-split shares of common stock outstanding as of September 30, 2014, which are derived from the outstanding convertible promissory notes. The registrant also has 10,000,000 shares of Series A Preferred Stock outstanding, each share of which can be converted into 100 shares of the registrant’s common stock. | |||
H. Use of estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates for the periods reported include certain assumptions used in deriving the fair value of share-based compensation recognized, the useful life of tangible assets and the future value of our website development costs. Assumptions and estimates used in these areas are material to our reported financial condition and results of our operations. Actual results will differ from those estimates. | |||
I. Fair value of financial instruments measured on a recurring basis | |||
The registrant follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. | |||
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | |||
The carrying amount of the registrant’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The registrant’s line of credit and notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the registrant for similar financial arrangements at September 30, 2014, and December 31, 2013. | |||
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. | |||
It is not, however, practical to determine the fair value of advances from stockholders due to their related party nature. | |||
J. Commitments and contingencies | |||
The registrant follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the registrant but which will only be resolved when one or more future events occur or fail to occur. The registrant assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the registrant or un-asserted claims that may result in such proceedings, the registrant evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the registrant’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the registrant’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the registrant’s business, financial position, and results of operations or cash flows. | |||
K. Related parties | |||
The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |||
Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |||
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |||
L. Cash flows reporting | |||
The registrant adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification 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 paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income 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 registrant reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. | |||
M. Subsequent events | |||
The registrant follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The registrant will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the registrant as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||
N. Recently Issued Accounting Standards | |||
The registrant has adopted all accounting pronouncements issued since December 31, 2007, none of which had a material impact on the registrant’s financial statements. |
Going_Concern
Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
Payables and Accruals [Abstract] | ' |
Going Concern | ' |
NOTE 4 - GOING CONCERN | |
The accompanying financial statements have been prepared assuming that the registrant will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. | |
As of September 30, 2014, the registrant had an accumulated deficit during development stage of $19,860,844. Also, during the nine months ended September 30, 2014, the registrant used net cash of $556,810 for operating activities. These factors raise substantial doubt about the registrant’s ability to continue as a going concern. | |
While the registrant is attempting to commence operations and generate revenues, the registrant’s cash position may not be significant enough to support the registrant’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the registrant to continue as a going concern. While the registrant believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the registrant to continue as a going concern is dependent upon the registrant’s ability to further implement its business plan and generate revenues. | |
The financial statements do not include any adjustments that might be necessary if the registrant is unable to continue as a going concern. |
Prepaids
Prepaids | 9 Months Ended | ||
Sep. 30, 2014 | |||
DisclosurePrepaidsAbstract | ' | ||
Prepaids | ' | ||
NOTE 5 - PREPAIDS | |||
The prepaid asset recorded at September 30, 2014, was the result of: | |||
a.) | The registrant executing a one year consulting contract with its chief executive officer on December 25, 2013, whereby the registrant issued 120,000,000 post reverse-split shares of common stock for one year of executive services. The 120,000,000 shares were valued at the closing price of $0.0022 on the date of the agreement which will result in the registrant recording officer compensation of $264,000 over the life of the contract. | ||
b.) | The registrant executing a three month consulting agreement on August 20, 2014, whereby the registrant issued 30,000,000 free trading S-8 shares to Brent Fouch. The consultant will coordinate with Design Catapult Inc. to provide sensor and EEG technology assistance. The 30,000,000 shares were valued at the closing price of $0.0012 on the date of the agreement which will result in the registrant recording consulting expense of $36,000 over the life of the contract. | ||
c.) | The registrant executing a six month consulting agreement on September 2, 2014, whereby the registrant issued 30,000,000 free trading S-8 shares to Noah Fouch to provide weekly marketing services through social media platforms. The 30,000,000 shares were valued at the closing price of $0.0016 on the date of the agreement which will result in the registrant recording consulting expense of $48,000 over the life of the contract. | ||
d.) | The registrant executing a one year service agreement on September 12, 2014, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock to its CEO, Kerry Driscoll. The 5,000,000 shares were valued at par $0.001 which will result in the registrant recording officer compensation expense of $5,000 over the life of the contract. | ||
e.) | The registrant executing a (1) year service agreement on September 12, 2014, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock to a former officer of the registrant. The 5,000,000 shares were valued at par $0.001 which will result in the registrant recording officer compensation expense of $5,000 over the life of the contract. | ||
As of September 30, 2014, and December 31, 2013, the registrant had a prepaid balance of $135,520 and $289,550 which are derived from the uncompleted portion of the consulting agreements with the registrant. |
Property_Plant_Equipment
Property Plant & Equipment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Fixed Assets | ' | ||||||||
Property Plant & Equipment | ' | ||||||||
NOTE 6 - PROPERTY PLANT & EQUIPMENT | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Equipment | $ | 85,467 | $ | 82,531 | |||||
Furniture | 4,186 | 4,186 | |||||||
Total | 89,653 | 86,717 | |||||||
Less accumulated Depreciation | (86,171 | ) | (84,299 | ) | |||||
Property and equipment, net | $ | 3,482 | $ | 2,418 | |||||
Furniture and Equipment consisted of the following: | |||||||||
• | On April 30, 2013, the registrant acquired all the assets of Mind Technologies, Inc. through an executed Asset Purchase Agreement (Described in Note 9). | ||||||||
• | Depreciation expense for the nine months ended September 30, 2014, and 2013 was $1,872 and $1,981. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 7 - RELATED PARTY TRANSACTIONS | |
Convertible note payable to related party | |
On January 2, 2014, the registrant entered into a convertible promissory note with Brent Fouch, in the amount of $61,096, bearing no interest, convertible at the closing market price on the date of conversion. On January 5, 2014, Brent Fouch entered into an assignment agreement with Magna Group, LLC, whereby Brent Fouch assigned his convertible promissory note dated January 2, 2014, in the amount of $61,096. | |
Consulting agreement(s) with CEO | |
The registrant executed a consulting agreement on December 25, 2013, with its current Chief Executive Officer whereby the registrant issued 120,000,000 post reverse-split shares of common stock for one year of executive services. The 120,000,000 shares were valued at the closing price of $0.0022 on the date of the agreement which will result in the registrant recording officer compensation of $264,000 over the life of the contract. | |
The registrant executed a service agreement on September 12, 2014, with its current Chief Executive Officer, Kerry Driscoll, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock for one year of services such as compliance, guidance, infrastructure and business strategy. The 5,000,000 shares were valued at par $0.001which resulted in the registrant recording officer compensation of $5,000 over the life of the contract. | |
Service Agreement with Former Officer | |
The registrant executed a service agreement on September 12, 2014, with a former officer, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock for one year services to facilitate the development of BCI software compatibility with the registrant’s micro BCI headset. The 5,000,000 shares were valued at par $0.001which resulted in the registrant recording officer compensation of $5,000 over the life of the contract. | |
Asset Purchase Agreement | |
On April 30, 2013, the registrant executed an asset purchase agreement with Mind Technologies, Inc., (MTEK), whereby the registrant purchased all the assets of MTEK for 15,000 post reverse-split common shares. The assets purchased include those previously licensed from MTEK, described in Note 9. | |
Free office space provided by chief executive officer | |
The registrant has been provided office space by its chief executive officer Kerry Driscoll at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements. |
AvailableForSale_Securities
Available-For-Sale Securities | 9 Months Ended |
Sep. 30, 2014 | |
Available-for-sale Securities | ' |
Available-For-Sale Securities | ' |
NOTE 8 - AVAILABLE-FOR-SALE SECURITIES | |
Other Comprehensive Income/Loss | |
On February 12, 2014, the registrant entered into a consulting agreement with Monster Arts, Inc. (“Monster”), whereby the registrant will provide Monster with thought controlled software development services over a one year term. The registrant will be paid four quarterly payments of $50,000 in restricted common stock of Monster. As of September 30, 2014, the registrant has only received its first payment of 8,333,333 common shares of Monster Arts Inc. worth approximately $50,000, based on the closing stock price of $0.006 on February 12, 2014, which was recorded as an available-for-sale security asset with the credit to deferred revenues. The registrant revalued the 8,333,333 shares on September 30, 2014, which resulted in an unrealized loss on available-for-sale securities of $48,333 as the stock price of Monster decreased to $0.0002. | |
As of September 30, 2014, and December 31, 2013, the registrant had available for sale securities balance of $1,667 and $0. |
Licensed_Products_Asset_Purcha
Licensed Products & Asset Purchase | 9 Months Ended |
Sep. 30, 2014 | |
Licensed Products Asset Purchase | ' |
Licensed Products & Asset Purchase | ' |
NOTE 9 - LICENSED PRODUCTS & ASSET PURCHASE | |
On December 18, 2012, the registrant signed a licensing agreement with Mind Technologies, Inc., (MTEK), for the right to use, develop, improve, manufacture, and sale the licensed software application which uses wireless headsets to read brainwaves and allow interaction with a computer. The registrant issued 3,500 post reverse-split common shares to MTEK as consideration for the licensing agreement. The shares were valued at the amortized holding cost of the related party. The amortized holding cost was $-0- at September 30, 2013, and December 31, 2012, respectively. | |
On April 30, 2013, the registrant executed an asset purchase agreement with MTEK, whereby the registrant purchased all the assets of MTEK for 15,000 post reverse-split common shares. The assets purchased were previously licensed from MTEK as described previously. The cost basis of the assets acquired is $86,033, with accumulated depreciation of $81,638, which resulted in a net asset balance of $4,395. The registrant recorded the excess consideration as additional paid in capital inasmuch as it was a related party transaction. The former CEO of Mind Solutions, Inc. is also the former CEO of Mind Technologies, Inc. The registrant acquired all the assets involved with the former operations of MTEK which include three thought-controlled software applications named Mind Mouse, Master Mind and Think-Tac-Toe. These purchased assets constitute neural processing software for thought-controlled technologies, allowing the user to interact with computers, gaming devices, and other machines through the power of the mind. Included in the purchase are all Mind Technologies’ inventory, fixed assets, intellectual property, and an assignment of rights and assumption of obligations under Mind Technologies’ existing contracts. |
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
DisclosureConvertibleNotesPayableAbstract | ' | ||||||||
Convertible Notes Payable | ' | ||||||||
NOTE 10 - CONVERTIBLE NOTES PAYABLE | |||||||||
In the nine months ended September 30, 2014, the registrant entered into eighteen convertible note agreements. As of September 30, 2014, and December 31, 2013, the registrant has $691,667 and $248,358 in outstanding convertible notes payable with eight non-related entities. | |||||||||
On January 2, 2014, the registrant entered into a convertible promissory note with Brent Fouch, a related party to the registrant, in the amount of $61,096, bearing no interest, convertible at the closing market price on the date of conversion. On January 5, 2014, Brent Fouch entered into an assignment agreement with Magna Group, LLC, whereby Brent Fouch assigned his convertible promissory note dated January 2, 2014, in the amount of $61,096. | |||||||||
On February 4, 2014, the registrant entered into a Convertible Note Agreement with GEL Properties LLC. The registrant issued a $25,000 convertible note with interest of 10% per annum, unsecured, and due February 4, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. As of September 30, 2014, GEL Properties LLC converted the entire principle balance of $25,000 into 48,017,966 shares of common stock. | |||||||||
On February 4, 2014, the registrant entered into a Convertible Note Agreement with LG Capital Funding LLC whereby there is a front end and a back end note with the same terms. On February 4, 2014, the registrant issued a $25,000 front end convertible note with interest of 10% per annum, unsecured, and due February 4, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. On August 7, 2014, the registrant issued a back end note of $25,000 with the same terms. As of September 30, 2014, LG Capital Funding LLC converted the entire principle balance of the front end note, $25,000, and $1,312 of accrued interest into 47,864,258 shares of our common stock. As of September 30, 2014, the registrant has an outstanding convertible note balance to LG Capital Funding LLC which pertains to the back end note dated February 4, 2014. | |||||||||
On February 6, 2014, the registrant entered into a Securities Purchase Agreement with Asher Enterprises Inc. for a $37,500 convertible note payable due interest at 8% per annum, unsecured, and due November 10, 2014. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 58% of the market price, calculated as the average of the three lowest trading prices in the previous 30 days leading up to the date of conversion. As of September 30, 2014, Asher converted the entire principle balance of $37,500 and $4,500 of accrued interest into 99,765,528 shares of common stock. | |||||||||
On February 25, 2014, the registrant entered into a Convertible Note Agreement with Iconic Holdings, LLC. The registrant issued a $27,500 convertible note with interest of 10% per annum, unsecured, and due February 25, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. As of September 30, 2014, Iconic Holdings, LLC converted the entire principle balance of $27,500 into 68,750,000 shares of common stock. | |||||||||
On March 25, 2014, the registrant entered into a Convertible Note Agreement with LG Capital Funding LLC. The registrant issued a $40,000 convertible note with interest of 10% per annum, unsecured, and due March 25, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. As of September 30, 2014, LG Capital Funding LLC converted the entire principle balance of $40,000 and $171 of accrued interest into 77,224,305 shares of common stock. | |||||||||
On April 15, 2014, the registrant entered into a Convertible Note Agreement with Caesar Capital Group, LLC. The registrant issued a $50,000 convertible note with interest of 8% per annum, unsecured, and due April 15, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. As of September 30, 2014, Caesar Capital Group, LLC has not converted any principle on this note. | |||||||||
On April 30, 2014, the registrant entered into a Convertible Note Agreement with ARRG, Corp. The registrant issued a $50,000 convertible note with interest of 8% per annum, unsecured, and due April 30, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. As of September 30, 2014, ARRG Corp has not converted any principle on this note. | |||||||||
On May 8, 2014, the registrant entered into a Securities Purchase Agreement with KBM Worldwide, Inc. for a $42,500 convertible note payable due interest at 8% per annum, unsecured, and due February 12, 2014. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 51% of the market price, calculated as the average of the three lowest trading prices in the previous 30 days leading up to the date of conversion. As of September 30, 2014, KBM Worldwide, Inc. has not converted any principle on this note. | |||||||||
On May 12, 2014, we executed a Consulting Agreement with Cicero Consulting Group, LLC and convertible promissory note in the amount of $200,000 due May 12, 2015. Cicero Consulting Group, LLC will provide management consulting and business advisory services to Mind Solutions over a one year term. We have compensated Cicero Consulting Group, LLC with a $200,000 convertible promissory note which is considered earned in full as of May 12, 2014. The convertible note issued pursuant to the Consulting Agreement may be converted into shares of our common stock after six months from the date of the executed note at a 10 percent discount to market based on the lowest trading price during the 10 trading days prior to the conversion date. As of the date hereof, $200,000 of the Cicero Consulting Group, LLC note remains unpaid. | |||||||||
On May 30, 2014, the registrant entered into a Convertible Note Agreement with WHC Capital, LLC. The registrant issued a $60,000 convertible note with interest of 12% per annum, unsecured, and due May 30, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 50% discount to the market price, calculated as the lowest trading price in the previous 10 trading days leading up to the date of conversion. As of September 30, 2014, WHC Capital, LLC has not converted any principle on this note. | |||||||||
On May 15, 2013, the registrant executed a convertible promissory note with JMJ Financial in an amount up to $250,000 bearing interest on the unpaid balance at the rate of 12 percent. While the note was in the original principal amount up to $250,000, it was only partially funded. On May 15, 2013, the registrant received $30,000 pursuant to this convertible promissory note with JMJ Financial. On August 14, 2013, the registrant received $20,000 pursuant to this convertible promissory note with JMJ Financial. On December 4, 2013, the registrant received $25,000 pursuant to this convertible promissory note with JMJ Financial. On April 16, 2014, the registrant received $40,000 pursuant to this convertible promissory note with JMJ Financial. On June 23, 2014, the registrant received $60,000 pursuant to this convertible promissory note with JMJ Financial. The note is interest free for the first 180 days after which it accrues interest of 12% per annum. The note is convertible after 180 days into common shares of the registrant at a conversion rate of 60% of the market price, calculated as the lowest trade price in the 25 trading days previous to conversion. As of September 30, 2014, JMJ Financial converted $93,333 in principle into 121,371,111 shares of common stock. | |||||||||
On July 22, 2014, the registrant entered into a Securities Purchase Agreement (SPA) with KBM Worldwide, Inc. The registrant issued a $27,500 convertible note in connection with the SPA which has interest of 8% per annum, unsecured, and due July 22, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 51% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. As of September 30, 2014, KBM Worldwide, Inc. has not converted any principle on this note. | |||||||||
On August 28, 2014, the registrant entered into a Convertible Note Agreement with GEL Properties LLC. The registrant issued a $25,000 convertible note with interest of 10% per annum, unsecured, and due August 28, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 trading days leading up to the date of conversion. As of September 30, 2014, GEL Properties LLC converted the entire principle balance of $25,000 into 56,818,182 shares of common stock. | |||||||||
On September 4, 2014, the registrant entered into a Convertible Note Agreement with LG Capital Funding LLC. The registrant issued a $31,500 convertible note with interest of 10% per annum, unsecured, and due September 4, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. As of September 30, 2014, LG Capital Funding LLC has not converted any principle on this note. | |||||||||
On September 22, 2014, the registrant entered into a Convertible Note Agreement with JSJ Investments Inc. The registrant issued a $100,000 convertible note with interest of 12% per annum, unsecured, and due March 22, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 48% discount to the market price, calculated as the average of the three lowest trading prices in the previous 20 trading days leading up to the date of conversion. As of September 30, 2014, JSJ Investments Inc. has not converted any principle on this note. | |||||||||
On September 25, 2014, the registrant entered into a Convertible Note Agreement with Iconic Holdings, LLC. The registrant issued a $27,500 convertible note with interest of 10% per annum, unsecured, and due September 25, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. As of September 30, 2014, Iconic Holdings, LLC has not converted any principle on this note. | |||||||||
Conversion of convertible debt. | |||||||||
In the nine months ended September 30, 2014, Asher Enterprises converted 85,200 of convertible debt and $4,500 of accrued interest into 104,613,454 post reverse-split shares of common stock, Magna Group, LLC converted $37,000 of convertible debt into 4,510,292 post reverse-split shares of common stock, Hanover Holdings converted $94,500 of convertible debt into 106,789,630 post reverse-split shares of common stock, JMJ Financial converted $93,333 into 121,371,111 post reverse-split shares of commons stock, GEL Properties, LLC converted $50,000 of convertible debt into 104,836,148 post reverse-split shares of common stock, LG Capital Funding LLC converted $69,000 of convertible debt into 125,088,563 post reverse-split shares of common stock, Iconic Holdings, LLC converted $27,500 of convertible debt into 68,750,000 post reverse-split shares of common stock and IBC Funds LLC converted $61,085 of convertible debt and $2,030 of accrued interest into 73,876,000 post reverse-split shares of common stock. | |||||||||
The following table summarizes the total outstanding principle on convertible notes payable: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Convertible Notes Payable- Asher Enterprises, Inc. | $ | — | $ | 47,700 | |||||
Convertible Notes Payable- Magna Group, LLC | — | 37,000 | |||||||
Convertible Notes payable - Hanover Holdings, LLC | — | 33,404 | |||||||
Convertible Notes Payable - JMJ Financial, LLC | 81,667 | 69,168 | |||||||
Convertible Notes Payable - IBC Funds LLC | — | 61,086 | |||||||
Convertible Notes Payable - LG Capital Funding LLC | 52,500 | — | |||||||
Convertible Notes Payable - Iconic Holdings | 27,500 | — | |||||||
Convertible Notes Payable - KBM Worldwide, Inc. | 70,000 | — | |||||||
Convertible Notes Payable - Ceasar Capital Group, LLC | 50,000 | — | |||||||
Convertible Notes Payable - WHC Capital, LLC | 60,000 | — | |||||||
Convertible Notes Payable - ARRG Corp. | 50,000 | — | |||||||
Convertible Notes Payable - Cicero Consulting Group, LLC | 200,000 | — | |||||||
Convertible Notes Payable - JSJ Investments Inc. | 100,000 | — | |||||||
Total | $ | 691,667 | $ | 248,358 | |||||
In the nine months ended September 30, 2014, and 2013, the registrant recorded interest expense relating to the outstanding convertible notes payable in the amounts of $23,414 and $6,478. | |||||||||
Derivative liability. | |||||||||
At September 30, 2014 and December 31, 2013, the Company had $1,043,967 and $19,907,242 in derivative liability. In the nine months ended September 30, 2014, the Company reduced its derivative liability by $18,863,275 of which $14,062,385 was credited to additional paid in capital due to the conversion of the convertible notes payable and $4,800,890 was credited as an Other Income Item- Gain on Derivative Adjustment due to the change in derivative liability calculated by the Black Scholes Model pertaining to the outstanding convertible notes payable. | |||||||||
We calculate the derivative liability using the Black Scholes Model which factors in the Company’s stock price volatility as well as the convertible terms applicable to the outstanding convertible notes. The following is the range of variables used in revaluing the derivative liabilities at September 30, 2014 and December 31, 2013: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Annual dividend yield | 0 | 0 | |||||||
Expected life (years) of | 0.01 – .85 | 0.01 – .90 | |||||||
Risk-free interest rate | 10 | % | 10 | % | |||||
Expected volatility | 475.6 | % | 372.2 | % |
Notes_Payable
Notes Payable | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Notes Payable | ' | ||||||||
NOTE 11 - NOTES PAYABLE | |||||||||
The total amount due on notes payable and related interest and penalty is as follows: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Notes Payable | $ | 145,000 | $ | 145,000 | |||||
Total | $ | 145,000 | $ | 145,000 | |||||
The registrant has outstanding notes due to a former director in the aggregate amount of $145,000. The notes are unsecured and accrue interest and penalty of 15% inasmuch as they are past due. The former director elected not to participate with the holders of other promissory notes, including our then executive officers, in the exchange of those notes for equity which occurred during January 2009. At September 30, 2014, and December 31, 2013, total accrued interest and penalty pertaining to the outstanding $145,000 in notes payable is $272,772 and $251,019. |
Reverse_Stock_Split
Reverse Stock Split | 9 Months Ended |
Sep. 30, 2014 | |
Reverse Stock Split | ' |
Reverse Stock Split | ' |
NOTE 12 - REVERSE STOCK SPLIT | |
On October 15, 2013, the registrant executed a Plan of Merger with Mind Solutions, Inc. whereby the holders of stock in VOIS, Inc. received one share of common stock, $0.001 par value per share, in Mind Solutions, Inc. for every 2,000 shares of common stock in VOIS, Inc. (in effect, a one for 2,000 reverse split). As a result, the then current common stockholders of VOIS, Inc. held all of the issued and outstanding shares of common stock in the surviving corporation Mind Solutions, Inc. The registrant has adjusted the equity statement and equity portion of the balance sheet to retroactively account for the reverse stock split as if it occurred at inception. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders Equity | ' |
Stockholders' Equity | ' |
NOTE 13 - STOCKHOLDERS’ EQUITY | |
Authorized Common Stock | |
On May 17, 2013, the registrant’s board voted to authorize an amendment to the registrant’s articles of incorporation to increase its authorized shares of common stock from 1,000,000,000 to 3,000,000,000. On August 23, 2013, the registrant’s board authorized an amendment to the registrant’s articles of incorporation to increase its authorized shares of common stock from 3,000,000,000 to 5,000,000,000. | |
Authorized Preferred Stock | |
The registrant is authorized to issue 10,000,000 shares of Series A Preferred Stock. | |
The board of directors passed a resolution designating certain preferential liquidity, dividend, voting and other relative rights to Shares of Series A Preferred Stock. Each share of Series A Preferred Stock may at the option of the holder be converted into 100 fully paid and non-assessable shares of common stock. | |
Issued Preferred Stock | |
On September 12, 2014, the registrant issued 5,000,000 Preferred A Shares to its chief executive officer, Kerry Driscoll, for one year of services to be rendered to the registrant. The 5,000,000 shares were valued at par $0.001 which resulted in the registrant recording officer compensation of $5,000 over the life of the contract. | |
On September 12, 2014, the registrant issued 5,000,000 Preferred A Shares to a former officer of the registrant for one year of services to be rendered to the registrant. The 5,000,000 shares were valued at par $0.001 which resulted in the registrant recording a consulting expense of $5,000 over the life of the contract. | |
Issued Common Stock | |
In the year ended December 31, 2013, the registrant issued 35,894,503 post reverse-split shares of common stock. Of the 35,894,503 post reverse-split shares issued, 22,088,000 post reverse-split shares were to consultants for services, 15,000 (post reverse-split) shares were issued in an asset purchase agreement, 10,625 (post reverse-split) shares were issued to a related party for the reduction of $51,000 in related party convertible debt, and 13,777,673 post reverse-split shares were issued to non-related convertible note holders for the reduction of $469,346 in convertible debt. Of the 22,088,000 shares to consultants, 20,000,000 were issued to our chief executive officer pursuant to a one year consulting agreement dated December 25, 2013. We recorded the portion of the contract not yet completed as prepaid expense. The 22,088,000 shares issued for services rendered were valued at the closing price on the dates of their respective agreements which resulted in the registrant recording a consideration of $1,467,703. Of the other 2,088,000 shares for services, 238,000 were to the Secretary of the registrant for consulting services provided over the past two years. The other 1,850,000 were to unrelated third party consultants for investor related services completed by December 31, 2013. | |
In the nine months ended September 30, 2014, the registrant issued 1,005,330,974 post reverse-split shares of common stock, of which 252,895,776 shares were issued for services and 752,435,198 shares were issued for the reduction of $513,801 in convertible notes payable debt and $11,723 of accrued interest. The 252,897,776 shares issued for services rendered were valued at the closing price on the dates of their respective agreements which resulted in the registrant recording a consulting expense of $447,598. | |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2014 | |
Commitments | ' |
Commitments | ' |
NOTE 14 - COMMITMENTS | |
We were a defendant in two actions, each entitled 951 Yamato Acquisition registrant, LLC vs. VOIS, Inc., both as filed in December 2009 in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida under case numbers 502010CA040121XXXXMB and 502010CC19027XXXXBBRS, which are related to the lease agreements for our former office space. A combined summary judgment was entered in April, 2010 against VOIS, Inc. in the amount of $106,231. At September 30, 2014, and December 31, 2013, our liabilities as reported in our financial statements contained elsewhere in this report reflect the principal amount of the judgment together with $44,617 and $39,837 in accrued interest, respectively. |
Subsequent_Events
Subsequent Events | 9 Months Ended | ||
Sep. 30, 2014 | |||
Subsequent Events | ' | ||
Subsequent Events | ' | ||
NOTE 15 - SUBSEQUENT EVENTS | |||
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no other material subsequent events exist. | |||
1 | In October, the registrant issued 40,028,704 shares of common stock for the conversion of $41,600 in principle convertible debt. | ||
Preparation_Of_Financial_State1
Preparation Of Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of presentation | |
The registrant’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
The accompanying unaudited quarterly financial statements have been prepared on a basis consistent with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited financial statements reflect all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The results of operations for the periods are not necessarily indicative of the results expected for the full year or any future period. These statements should be read in conjunction with the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC on April 14, 2014, as amended by the registrant’s Form 10-K/A, Amendment No. 1, filed May 14, 2014, and the registrant’s Form 10-K/A, Amendment No. 2, filed August 1, 2014 (the “2013 Annual Report”). | |
Development Stage registrant | ' |
Development Stage registrant | |
The registrant is currently a development stage enterprise reporting under the provisions of FASB ASC Topic 915, Development Stage Entity. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
Restated Financial Statements | ' |
Restated Financial Statements | |
Certain amounts in the prior period financial statements have been adjusted to conform to the one for 2,000 reverse stock split on October 15, 2013. | |
Prior Year Financial Statement Presentation | ' |
Prior Year Financial Statement Presentation | |
The prior year financial statements were prepared to show the effect of the reverse merger and to show the mark to market adjustment as other comprehensive income for comparative purposes in the prior year financial statements. |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Cash and Equivalents | ' | ||
A. Cash and equivalents | |||
The registrant considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and equivalents. | |||
Fixed Assets | ' | ||
B. Fixed Assets | |||
Fixed assets are recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. Expenditures for major additions and betterments are capitalized in amounts greater or equal to $500. Depreciation of equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three, five (5), or seven (7) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. | |||
Advertising Expenses | ' | ||
C. Advertising expenses | |||
Advertising and marketing expenses are charged to operations as incurred. For the nine months ended September 30, 2014, and year ended December 31, 2013, advertising and marketing expense were $0, respectively. | |||
Revenue Recognition | ' | ||
D. Revenue recognition | |||
The registrant follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The registrant will recognize revenue when it is realized or realizable and earned. The registrant 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. | |||
Stock-Based Compensation | ' | ||
E. Stock-based compensation | |||
We record share based payments under the provisions of FASB ASC Topic 718, Compensation - Stock Compensation. Under FASB ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107,” SAB 107 expresses views of the staff regarding the interaction between FASB ASC 718 and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. FASB ASC 718 permitted public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for FASB ASC 718. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123. Effective with its fiscal 2006 year, the registrant adopted the provisions of FASB ASC 718 and related interpretations as provided by SAB 107 prospectively. As such, compensation cost is measured on the date of grant as its fair value. Such compensation amounts are amortized over the respective vesting periods of the options granted. | |||
Income Taxes | ' | ||
F. Income Taxes | |||
The registrant adopted FASB ASC Topic 740, Income Taxes, at its inception. Under FASB ASC Topic 740, the deferred tax provision is determined under the liability method. Under this method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities using presently enacted tax rates. | |||
Earnings (Loss) Per Share | ' | ||
G. Earnings (loss) per share | |||
The registrant adopted FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For all periods diluted earnings per share is not presented, as potentially issuable securities are anti-dilutive. | |||
There are approximately 319,029,426 potentially dilutive post reverse stock-split shares of common stock outstanding as of September 30, 2014, which are derived from the outstanding convertible promissory notes. The registrant also has 10,000,000 shares of Series A Preferred Stock outstanding, each share of which can be converted into 100 shares of the registrant’s common stock. | |||
Use of Estimates | ' | ||
H. Use of estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates for the periods reported include certain assumptions used in deriving the fair value of share-based compensation recognized, the useful life of tangible assets and the future value of our website development costs. Assumptions and estimates used in these areas are material to our reported financial condition and results of our operations. Actual results will differ from those estimates. | |||
Fair Value of Financial Instruments Measured on a Recurring Basis | ' | ||
I. Fair value of financial instruments measured on a recurring basis | |||
The registrant follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. | |||
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | |||
The carrying amount of the registrant’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The registrant’s line of credit and notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the registrant for similar financial arrangements at September 30, 2014, and December 31, 2013. | |||
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. | |||
It is not, however, practical to determine the fair value of advances from stockholders due to their related party nature. | |||
Commitments and Contingencies | ' | ||
J. Commitments and contingencies | |||
The registrant follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the registrant but which will only be resolved when one or more future events occur or fail to occur. The registrant assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the registrant or un-asserted claims that may result in such proceedings, the registrant evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the registrant’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the registrant’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the registrant’s business, financial position, and results of operations or cash flows. | |||
Related Parties | ' | ||
K. Related parties | |||
The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |||
Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |||
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |||
Cash Flows Reporting | ' | ||
L. Cash flows reporting | |||
The registrant adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification 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 paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income 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 registrant reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. | |||
Subsequent Events | ' | ||
M. Subsequent events | |||
The registrant follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The registrant will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the registrant as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||
Recently Issued Accounting Standards | ' | ||
N. Recently Issued Accounting Standards | |||
The registrant has adopted all accounting pronouncements issued since December 31, 2007, none of which had a material impact on the registrant’s financial statements. |
Property_Plant_Equipment_Table
Property Plant & Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property Plant Equipment Tables | ' | ||||||||
Schedule of Property, Plant & Equipment | ' | ||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Equipment | $ | 85,467 | $ | 82,531 | |||||
Furniture | 4,186 | 4,186 | |||||||
Total | 89,653 | 86,717 | |||||||
Less accumulated Depreciation | (86,171 | ) | (84,299 | ) | |||||
Property and equipment, net | $ | 3,482 | $ | 2,418 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Convertible Notes Payable Tables | ' | ||||||||
Schedule of Convertible Notes Payable | ' | ||||||||
The following table summarizes the total outstanding principle on convertible notes payable: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Convertible Notes Payable- Asher Enterprises, Inc. | $ | — | $ | 47,700 | |||||
Convertible Notes Payable- Magna Group, LLC | — | 37,000 | |||||||
Convertible Notes payable - Hanover Holdings, LLC | — | 33,404 | |||||||
Convertible Notes Payable - JMJ Financial, LLC | 81,667 | 69,168 | |||||||
Convertible Notes Payable - IBC Funds LLC | — | 61,086 | |||||||
Convertible Notes Payable - LG Capital Funding LLC | 52,500 | — | |||||||
Convertible Notes Payable - Iconic Holdings | 27,500 | — | |||||||
Convertible Notes Payable - KBM Worldwide, Inc. | 70,000 | — | |||||||
Convertible Notes Payable - Ceasar Capital Group, LLC | 50,000 | — | |||||||
Convertible Notes Payable - WHC Capital, LLC | 60,000 | — | |||||||
Convertible Notes Payable - ARRG Corp. | 50,000 | — | |||||||
Convertible Notes Payable - Cicero Consulting Group, LLC | 200,000 | — | |||||||
Convertible Notes Payable - JSJ Investments Inc. | 100,000 | — | |||||||
Total | $ | 691,667 | $ | 248,358 | |||||
Schedule of Derivative liability | ' | ||||||||
The following is the range of variables used in revaluing the derivative liabilities at September 30, 2014 and December 31, 2013: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Annual dividend yield | 0 | 0 | |||||||
Expected life (years) of | 0.01 – .85 | 0.01 – .90 | |||||||
Risk-free interest rate | 10 | % | 10 | % | |||||
Expected volatility | 475.6 | % | 372.2 | % |
Notes_Payable_Tables
Notes Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Notes Payable | ' | ||||||||
The total amount due on notes payable and related interest and penalty is as follows: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Notes Payable | $ | 145,000 | $ | 145,000 | |||||
Total | $ | 145,000 | $ | 145,000 |
Property_Plant_Equipment_Detai
Property Plant & Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Property Plant Equipment Details | ' | ' |
Equipment | $85,467 | $82,531 |
Furniture | 4,186 | 4,186 |
Total | 89,653 | 86,717 |
Less accumulated Depreciation | -86,171 | -84,299 |
Property and equipment, net | $3,482 | $2,418 |
Convertible_Notes_Payable_Sche
Convertible Notes Payable (Schedule Of Convertible Notes Payable) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | $691,667 | $248,358 |
Convertible Notes Payable - Asher Enterprises, Inc. | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | ' | 47,700 |
Convertible Notes Payable - Magna Group, LLC | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | ' | 37,000 |
Convertible Notes Payable - Hanover Holdings, LLC | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | ' | 33,404 |
Convertible Notes Payable - JMJ Financial, LLC | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | 81,667 | 69,168 |
Convertible Notes Payable - IBC Funds LLC | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | ' | 61,086 |
Convertible Notes Payable - LG Capital Funding LLC | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | 52,500 | ' |
Convertible Notes Payable - Iconic Holdings | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | 27,500 | ' |
Convertible Notes Payable - KBM Worldwide, Inc. | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | 70,000 | ' |
Convertible Notes Payable - Caesar Capital Group, LLC | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | 50,000 | ' |
Convertible Notes Payable - WHC Capital, LLC | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | 60,000 | ' |
Convertible Notes Payable - ARRG Corp. | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | 50,000 | ' |
Convertible Notes Payable - Cicero Consulting Group, LLC | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | 200,000 | ' |
Convertible Notes Payable - JSJ Investments Inc. | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable | $100,000 | ' |
Convertible_Notes_Payable_Sche1
Convertible Notes Payable (Schedule Of Derivative liability) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Derivative liability - Black Scholes Model | ' | ' |
Annual dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 10.00% | 10.00% |
Expected volatility | 475.60% | 372.20% |
Minimum | ' | ' |
Derivative liability - Black Scholes Model | ' | ' |
Expected life (years) of | '4 days | '10 months 24 days |
Maximum | ' | ' |
Derivative liability - Black Scholes Model | ' | ' |
Expected life (years) of | '10 months 6 days | '4 days |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Notes payable | $145,000 | $145,000 |
Notes Payable | Former Director | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes payable | $145,000 | $145,000 |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Narrative) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Estimated useful life of property and equipment | ' | ' |
The assets estimated useful life of three, five (5), or seven (7) years | ||
Advertising expenses | $0 | $0 |
Marketing expenses | 0 | 0 |
Capitalization limit on fixed assets | $500 | ' |
Series A Preferred Stock | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 10,000,000 | ' |
Preferred stock conversion terms | ' | ' |
The registrant also has 10,000,000 shares of Series A Preferred Stock outstanding, each share of which can be converted into 100 shares of the registrant’s common stock. | ||
Convertible Debt | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 319,029,426 | ' |
Prepaids_Narrative_Details
Prepaids (Narrative) (Details) (USD $) | 0 Months Ended | ||||
Aug. 20, 2014 | Sep. 02, 2014 | Dec. 25, 2013 | Sep. 12, 2014 | Sep. 12, 2014 | |
Three Month Consulting Agreement - Brent Fouch | Six Month Consulting Agreement - Noah Fouch | One Year Consulting Contract | One Year Service Agreement | One Year Service Agreement | |
CEO | Kerry Driscoll | Former Officer | |||
Series A Preferred Stock | Series A Preferred Stock | ||||
Stock issued for services, shares | 30,000,000 | 30,000,000 | 120,000,000 | 5,000,000 | 5,000,000 |
Stock issued for services, value | $36,000 | $48,000 | $264,000 | $5,000 | $5,000 |
Closing price on the date of agreement | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Jan. 05, 2014 | Jan. 02, 2014 | Jan. 02, 2014 |
Brent fouch | Brent fouch | Brent fouch | |||
Convertible Promissory Note - January 2, 2014 | Convertible Promissory Note - January 2, 2014 | Convertible Promissory Note - January 2, 2014 | |||
Convertible notes payable | $691,667 | $248,358 | ' | $61,096 | ' |
Debt instrument conversion terms | ' | ' | ' | ' | ' |
It bearing no interest, convertible at the closing market price on the date of conversion. | |||||
Note assigned to Magna Group, LLC, | ' | ' | $61,096 | ' | ' |
Available_For_Sale_Securities_
Available For Sale Securities (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 148 Months Ended | 0 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Feb. 12, 2014 | Dec. 31, 2013 | |
Consulting Agreement - Monster Arts, Inc | Consulting Agreement - Monster Arts, Inc | Consulting Agreement - Monster Arts, Inc | |||||||
Available for sale securities, shares | ' | ' | ' | ' | ' | ' | ' | 8,333,333 | ' |
Share closing price | ' | ' | ' | ' | ' | ' | $0.00 | $0.01 | ' |
Deferred revenue | ' | ' | ' | ' | ' | ' | ' | $50,000 | ' |
Unrealized loss on available sale securities | -10,833 | ' | -48,333 | 90,000 | -378,333 | ' | -48,333 | ' | ' |
Consulting terms | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The Company will be paid four quarterly payments of $50,000 in restricted common stock of Monster | |||||||||
Available for sale securities | $1,667 | ' | $1,667 | ' | $1,667 | ' | $1,667 | ' | $0 |
Licensed_Products_And_Asset_Pu
Licensed Products And Asset Purchase (Narrative) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 30, 2013 | Dec. 18, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Mind Technologies, Inc | Mind Technologies, Inc | Mind Technologies, Inc | Mind Technologies, Inc | |||
Property Plant and Equipment - Asset Purchase Agreement | Licensing Agreements | Licensing Agreements | Licensing Agreements | |||
Stock issued for licensing agreement, Shares | ' | ' | ' | 3,500 | ' | ' |
Stock issued for asset purchase agreement, Shares | ' | ' | 15,000 | ' | ' | ' |
Amortized holding cost | ' | ' | ' | ' | $0 | $0 |
Value of the assets acquired | 89,653 | 86,717 | 86,033 | ' | ' | ' |
Accumulated depreciation on asssets | 86,171 | 84,299 | 81,638 | ' | ' | ' |
Net value of the assets acquired | $3,482 | $2,418 | $4,395 | ' | ' | ' |
Convertible_Notes_Payable_Narr
Convertible Notes Payable (Narrative) (Details) (USD $) | 9 Months Ended | 12 Months Ended | 148 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Feb. 04, 2014 | Sep. 30, 2014 | Feb. 04, 2014 | Sep. 30, 2014 | Aug. 07, 2014 | Feb. 06, 2014 | Sep. 30, 2014 | Feb. 25, 2014 | Sep. 30, 2014 | Mar. 25, 2014 | Sep. 30, 2014 | Apr. 15, 2014 | Apr. 30, 2014 | 8-May-14 | 12-May-14 | 30-May-14 | Jun. 23, 2014 | Dec. 04, 2013 | Aug. 14, 2013 | 15-May-13 | Sep. 30, 2014 | Aug. 14, 2013 | Jul. 22, 2014 | Aug. 28, 2014 | Sep. 30, 2014 | Sep. 04, 2014 | Sep. 22, 2014 | Sep. 25, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Common Stock | Common Stock | Additional Paid-in Capital | Convertible Note Agreement On February 4, 2014 - Gel Properties LLC | Convertible Note Agreement On February 4, 2014 - Gel Properties LLC | Convertible Note Agreement On February 4, 2014 - LG Capital Funding LLC | Convertible Note Agreement On February 4, 2014 - LG Capital Funding LLC | Convertible Note Agreement On August 07, 2014 - LG Capital Funding LLC | Securities Purchase Agreement On February 6, 2014 - Asher Enterprises, Inc | Securities Purchase Agreement On February 6, 2014 - Asher Enterprises, Inc | Convertible Note Agreement On February 25, 2014 - LG Capital Funding LLC | Convertible Note Agreement On February 25, 2014 - LG Capital Funding LLC | Convertible Note Agreement On March 25, 2014 - LG Capital Funding LLC | Convertible Note Agreement On March 25, 2014 - LG Capital Funding LLC | Convertible Note Agreement On April 25, 2014 - Ceasar Capital Group, LLC | Convertible Note Agreement On April 30, 2014 - ARRG, Corp | Securities Purchase Agreement On May 08, 2014 - KBM Worldwide, Inc | Convertible Promissory Note Agreement On May 12, 2014 - Cicero Consulting Group, LLC | Convertible Note Agreement On May 30, 2014 - WHC Capital, LLC | Convertible Promissory Note On May 15, 2013 - JMJ Financial | Convertible Promissory Note On May 15, 2013 - JMJ Financial | Convertible Promissory Note On May 15, 2013 - JMJ Financial | Convertible Promissory Note On May 15, 2013 - JMJ Financial | Convertible Promissory Note On May 15, 2013 - JMJ Financial | Convertible Promissory Note On May 15, 2013 - JMJ Financial | Securities Purchase Agreement On July 22, 2014 - KBM Worldwide, Inc | Convertible Note Agreement On August 24, 2014 - GEL Properties LLC | Convertible Note Agreement On August 24, 2014 - GEL Properties LLC | Convertible Note Agreement On September 04, 2014 - LG Capital Funding LLC | Convertible Note Agreement On September 22, 2014 - JSJ Investments LLC | Convertible Note Agreement On September 25, 2014 - Iconic Holdings, LLC | Convertible Notes Payable - Asher Enterprises, Inc. | Convertible Notes Payable - Magna Group, LLC | Convertible Notes Payable - Hanover Holdings, LLC | Convertible Notes Payable - JMJ Financial, LLC | Convertible Notes Payable - Gel Properties LLC | Convertible Notes Payable - LG Capital Funding LLC | Convertible Notes Payable - Iconic Holdings | Convertible Notes Payable - IBC Funds LLC | |||||
Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | |||||||||||||||||||||||||||||
Convertible note issued | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | $25,000 | ' | $25,000 | $37,500 | ' | $27,500 | ' | $40,000 | ' | $50,000 | $50,000 | $42,500 | $200,000 | $60,000 | ' | ' | ' | $250,000 | ' | ' | $27,500 | $25,000 | ' | $31,500 | $100,000 | $27,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% | ' | ' | 8.00% | ' | 10.00% | ' | 10.00% | ' | 8.00% | 8.00% | 8.00% | ' | 12.00% | ' | ' | ' | 12.00% | ' | ' | 8.00% | 10.00% | ' | 10.00% | 12.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Interest term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The note is interest free for the first 180 days after which it accrues interest of 12% per annum. | |||||||||||||||||||||||||||||||||||||||||||
Convertible notes due date | ' | ' | ' | ' | ' | ' | ' | 4-Feb-15 | ' | 4-Feb-15 | ' | ' | 10-Nov-14 | ' | 25-Feb-15 | ' | 25-Mar-15 | ' | 15-Apr-15 | 30-Apr-15 | 12-Feb-14 | 12-May-15 | 30-May-15 | ' | ' | ' | ' | ' | ' | 22-Jul-15 | 28-Aug-15 | ' | 4-Sep-15 | 22-Mar-15 | 25-Sep-15 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 58% of the market price, calculated as the average of the three lowest trading prices in the previous 30 days leading up to the date of conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 51% of the market price, calculated as the average of the three lowest trading prices in the previous 30 days leading up to the date of conversion. | The convertible note issued pursuant to the Consulting Agreement may be converted into shares of our common stock after six months from the date of the executed note at a 10 percent discount to market based on the lowest trading price during the 10 trading days prior to the conversion date. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 50% discount to the market price, calculated as the lowest trading price in the previous 10 trading days leading up to the date of conversion. | The note is convertible after 180 days into common shares of the registrant at a conversion rate of 60% of the market price, calculated as the lowest trade price in the 25 trading days previous to conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 51% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 trading days leading up to the date of conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 48% discount to the market price, calculated as the average of the three lowest trading prices in the previous 20 trading days leading up to the date of conversion. | The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 55% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. | ||||||||||||||||||||||||||||
Proceeds from convertible notes | 694,000 | 248,500 | ' | 1,119,345 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | 25,000 | 20,000 | 30,000 | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion original debt amount | ' | ' | ' | ' | 513,801 | 469,346 | ' | ' | 25,000 | ' | 25,000 | ' | ' | 37,500 | ' | 27,500 | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93,333 | ' | ' | ' | 25,000 | ' | ' | ' | 85,200 | 37,000 | 94,500 | 87,501 | 50,000 | 69,000 | 27,500 | 61,085 |
Accrued interest converted | ' | ' | ' | ' | 11,723 | ' | ' | ' | ' | ' | 1,312 | ' | ' | 4,500 | ' | ' | ' | 171 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500 | ' | ' | ' | ' | ' | ' | 2,030 |
No of common shares issued in conversion of debt | ' | ' | ' | ' | 752,435,198 | 13,777,673 | ' | ' | 48,017,966 | ' | 47,864,258 | ' | ' | 99,765,528 | ' | 68,750,000 | ' | 77,224,305 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 121,371,111 | ' | ' | ' | 56,818,182 | ' | ' | ' | 104,613,454 | 4,510,292 | 106,789,630 | 121,371,111 | 104,836,148 | 125,088,563 | 68,750,000 | 73,876,000 |
Interest expense | 23,414 | ' | 6,478 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in derivative liability | -18,863,275 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustment to additional paid in capital due to conversion of convertible notes payable | ' | ' | ' | ' | ' | ' | $14,062,385 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 1 Months Ended | ||
Jan. 31, 2009 | Sep. 30, 2014 | Dec. 31, 2013 | |
Notes payable outstanding | ' | $145,000 | $145,000 |
Accrued interest and penalty | ' | 314,040 | 277,560 |
Notes Payable | Former Director | ' | ' | ' |
Notes payable outstanding | 145,000 | ' | ' |
Debt instrument interest terms | 'The notes are unsecured and accrue interest and penalty of 15% in as much as they are past due. | ' | ' |
Accrued interest and penalty | ' | $272,772 | $251,019 |
Reverse_Stock_Split_Narrative_
Reverse Stock Split (Narrative) (Details) (Merger With Mind Solutions, Inc., Common Stock) | 0 Months Ended |
Oct. 15, 2013 | |
Merger With Mind Solutions, Inc. | Common Stock | ' |
Reverse split | 'One for 2,000 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 9 Months Ended | 148 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Aug. 23, 2013 | 17-May-13 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | ||||
Unrelated Third Party Consultants - Investor Related Services | CEO | Secretary | ||||||||
Change in authorized share capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
On August 23, 2013, the registrant’s board authorized an amendment to the registrant’s articles of incorporation to increase its authorized shares of common stock from 3,000,000,000 to 5,000,000,000. | On May 17, 2013, the registrant’s board voted to authorize an amendment to the registrant’s articles of incorporation to increase its authorized shares of common stock from 1,000,000,000 to 3,000,000,000. | |||||||||
Stock issued for services, shares | ' | ' | ' | ' | ' | 252,895,776 | 22,088,000 | 1,850,000 | 20,000,000 | 238,000 |
Stock issued for services, value | ' | ' | ' | ' | ' | $447,598 | $1,467,703 | ' | ' | ' |
Total number of shares issued during the period | ' | ' | ' | ' | ' | 1,005,330,974 | 35,894,503 | ' | ' | ' |
Total number of shares issued for other services | ' | ' | ' | ' | ' | ' | 2,088,000 | ' | ' | ' |
Stock issued for related party debt reductions, shares | ' | ' | ' | ' | ' | ' | 10,625 | ' | ' | ' |
Stock issued for related party debt reductions, value | ' | 51,000 | 51,000 | ' | ' | ' | 51,000 | ' | ' | ' |
Debt conversion original debt amount | ' | ' | ' | ' | ' | 513,801 | 469,346 | ' | ' | ' |
Shares issued in conversion of convertible notes payable | ' | ' | ' | ' | ' | 752,435,198 | 13,777,673 | ' | ' | ' |
Accrued interest converted | ' | ' | ' | ' | ' | $11,723 | ' | ' | ' | ' |
Stock issued for asset purchase agreement, Shares | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' |
Commitments_Narrative_Details
Commitments (Narrative) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 30, 2010 |
Lease agreement litigation for former office space | |||
Lease amount owed | ' | $106,231 | ' |
Accrued Interest on the Lease amount | $44,617 | $39,837 | ' |
Summary judgment | ' | ' | ' |
A combined summary judgment was entered in April, 2010 against VOIS, Inc in the amount of $106,231. | |||
Case filing date | ' | ' | 'December 2009 |
Court cases | ' | ' | ' |
Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida under case numbers 502010CA040121XXXXMB and 502010CC19027XXXXBBRS |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (Common Stock, USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2014 | |
Subsequent Event | |||
Convertible Debt | |||
Shares issued in conversion of convertible notes payable | 752,435,198 | 13,777,673 | 40,028,704 |
Debt conversion original debt amount | $513,801 | $469,346 | $41,600 |