Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 10, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | Mind Solutions Inc. | ||
Entity Central Index Key | 1136711 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
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 Public Float | $1,045,784 | ||
Entity Common Stock, Shares Outstanding | 1,748,242,047 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash and Cash Equivalents | $113,199 | $47,428 |
Prepaids | 46,020 | 289,550 |
Total Current Assets | 159,219 | 336,978 |
Fixed Assets | ||
Property Plant & Equipment | 89,653 | 86,717 |
Accumulated Depreciation | -86,876 | -84,299 |
Total Fixed Assets | 2,777 | 2,418 |
Other Assets | ||
Marketable Securities: Available-for-Sale | 3,958 | |
Total Other Assets | 3,958 | |
Total Assets | 165,954 | 339,396 |
Liabilities and Stockholders’ Equity: | ||
Accounts Payable & Accrued Expenses | 389,165 | 394,859 |
Accounts Payable to Related Parties | 3,500 | 3,500 |
Accrued Interest | 342,647 | 277,560 |
Notes Payable | 145,000 | 145,000 |
Convertible Notes Payable | 451,728 | 248,358 |
Derivative Liability | 1,767,223 | 19,907,242 |
Total Liabilities | 3,099,263 | 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, 1,388,783,762 and 36,024,969 shares issued and outstanding | 1,388,784 | 36,025 |
Stock Payable | 36,605 | 235,375 |
Additional Paid-In Capital | 16,949,368 | 2,807,266 |
Accumulated Comprehensive Loss | -426,042 | -330,000 |
Deficit Accumulated During the Development Stage | -20,892,024 | -23,385,789 |
Total Stockholders’ Equity (Deficit) | -2,933,309 | -20,637,123 |
Total Liabilities and Stockholders’ Equity | 165,954 | 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 $) | Dec. 31, 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 | 1,388,783,762 | 36,024,969 |
Common stock, shares outstanding | 1,388,783,762 | 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 $) | 12 Months Ended | 151 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Product Revenues | $534 | $1,163 | $1,697 |
Service Revenues | 100,000 | 100,000 | |
Total Revenues | 100,534 | 1,163 | 101,697 |
Cost of Sales | 174 | 678 | 852 |
Gross Profit | 100,360 | 485 | 100,845 |
Operating expenses: | |||
Consulting | 1,125,289 | 1,603,037 | 2,807,758 |
Officer compensation | 160,000 | 289,748 | 449,748 |
Professional Fees | 201,595 | 229,420 | 431,015 |
General and Administration | 54,013 | 48,564 | 1,257,618 |
Total operating expenses | 1,540,897 | 2,170,769 | 4,946,139 |
Loss from operations | -1,440,537 | -2,170,284 | -4,845,294 |
Other Income and (Expenses): | |||
Interest Expense | -143,332 | -46,834 | -199,009 |
Gain/(Loss) on Derivative adjustment | 4,077,634 | -20,036,965 | -15,959,331 |
Forgiveness of Debt | 111,610 | 111,610 | |
Total Other Income and (Expenses) | 3,934,302 | -19,972,189 | -16,046,730 |
Net Gain (Loss) before taxes | 2,493,765 | -22,142,473 | -20,892,024 |
Tax provisions | |||
Net Gain (Loss) After Taxes | 2,493,765 | -22,142,473 | -20,892,024 |
Other Comprehensive Income: | |||
Gain (Loss) on Available-for-Sale Securities | -96,042 | 90,000 | -426,042 |
Other Comprensive Income (Loss) | $2,397,723 | ($22,052,473) | ($21,318,066) |
Basic & diluted loss per share | $0 | ($1.34) | |
Weighted average shares outstanding | 698,853,974 | 16,468,592 |
Statements_Of_Stockholders_Equ
Statements Of Stockholders' Equity (Deficit) (USD $) | Common Stock | Preferred Stock | Additional Paid in Capital | Stock Payable | Accumulated Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance value at May. 23, 2002 | |||||||
Balance shares at May. 23, 2002 | |||||||
Shares issued to founder, shares | 23,516 | ||||||
Shares issued to founder, value | 24 | 76 | 100 | ||||
Net loss for year | -100 | -100 | |||||
Balance value at Dec. 31, 2002 | 24 | 76 | -100 | ||||
Balance shares at Dec. 31, 2002 | 23,516 | ||||||
Net loss for year | |||||||
Balance value at Dec. 31, 2003 | 24 | 76 | -100 | ||||
Balance shares at Dec. 31, 2003 | 23,516 | ||||||
Net loss for year | |||||||
Balance value at Dec. 31, 2004 | 24 | 76 | -100 | ||||
Balance shares at Dec. 31, 2004 | 23,516 | ||||||
Net loss for year | |||||||
Balance value at Dec. 31, 2005 | 24 | 76 | -100 | ||||
Balance shares at Dec. 31, 2005 | 23,516 | ||||||
Net loss for year | |||||||
Balance value at Dec. 31, 2006 | 24 | 76 | -100 | ||||
Balance shares at Dec. 31, 2006 | 23,516 | ||||||
Net loss for year | |||||||
Balance value at Dec. 31, 2007 | 24 | 76 | -100 | ||||
Balance shares at Dec. 31, 2007 | 23,516 | ||||||
Net loss for year | |||||||
Balance value at Dec. 31, 2008 | 24 | 76 | -100 | ||||
Balance shares at Dec. 31, 2008 | 23,516 | ||||||
Net loss for year | |||||||
Balance value at Dec. 31, 2009 | 24 | 76 | -100 | ||||
Balance shares at Dec. 31, 2009 | 23,516 | ||||||
Net loss for year | -145,634 | -145,634 | |||||
Balance value at Dec. 31, 2010 | 24 | 76 | -145,734 | -145,634 | |||
Balance shares at Dec. 31, 2010 | 23,516 | ||||||
Investment | 810,000 | 210,000 | 1,020,000 | ||||
Net loss for year | -150,656 | -150,656 | |||||
Balance value at Dec. 31, 2011 | 24 | 810,076 | 210,000 | -296,390 | 723,710 | ||
Balance shares at Dec. 31, 2011 | 23,516 | ||||||
Recapitalization, shares | 98,000 | ||||||
Recapitalization, value | 98 | -806,351 | -806,253 | ||||
Capital contribution from officer | 61,000 | 61,000 | |||||
Investment adjustment to fmv | -630,000 | -630,000 | |||||
Stock issued for cash, shares | 250 | ||||||
Stock issued for cash, value | 1 | 9,999 | 10,000 | ||||
Stock issued for services, shares | 5,200 | ||||||
Stock issued for services, value | 5 | 775,995 | 776,000 | ||||
Stock issued for licensing agreement, shares | 3,500 | ||||||
Stock issued for licensing agreement, value | 2 | -2 | |||||
Net loss for year | -946,926 | -946,926 | |||||
Balance value at Dec. 31, 2012 | 130 | 850,717 | -420,000 | -1,243,316 | -812,469 | ||
Balance shares at Dec. 31, 2012 | 130,466 | ||||||
Capital contribution from officer | |||||||
Investment adjustment to fmv | 90,000 | 90,000 | |||||
Stock issued for services, shares | 22,088,000 | ||||||
Stock issued for services, value | 22,088 | 1,445,615 | 1,467,703 | ||||
Stock payable to IBC Funds LLC | 15,375 | 15,375 | |||||
Stock payable to consultant | 220,000 | 220,000 | |||||
Stock issued for debt reduction, shares | 13,777,673 | ||||||
Stock issued for debt reduction, value | 13,778 | 455,568 | 469,346 | ||||
Stock issued for related party debt reductions, shares | 10,625 | ||||||
Stock issued for related party debt reductions, value | 11 | 50,989 | 51,000 | ||||
Asset purchase agreement, shares | 15,000 | ||||||
Asset purchase agreement, value | 15 | 4,380 | 4,395 | ||||
Rounding adj per reverse split, shares | 3,205 | ||||||
Rounding adj per reverse split, value | 3 | -3 | |||||
Available-for-sale securities adj. | 90,000 | ||||||
Net loss for year | -22,142,473 | -22,142,473 | |||||
Balance value at Dec. 31, 2013 | 36,025 | 2,807,266 | 235,375 | -330,000 | -23,385,789 | -20,637,123 | |
Balance shares at Dec. 31, 2013 | 36,024,969 | ||||||
Capital contribution from officer | |||||||
Stock issued for services, shares | 252,895,776 | 10,000,000 | |||||
Stock issued for services, value | 252,896 | 10,000 | 299,465 | 562,361 | |||
Stock payable to consultant | -220,000 | -220,000 | |||||
Stock issued for debt reduction, shares | 1,099,863,017 | ||||||
Stock issued for debt reduction, value | 1,099,863 | -219,747 | 880,116 | ||||
Stock issued for related party debt reductions, value | |||||||
Available-for-sale securities adj. | -96,042 | -96,042 | |||||
Derivative liability | 14,062,384 | 14,062,384 | |||||
Net loss for year | 2,493,765 | 2,493,765 | |||||
Balance value at Dec. 31, 2014 | $1,388,784 | $10,000 | $16,949,368 | $36,605 | ($426,042) | ($20,892,024) | ($2,933,309) |
Balance shares at Dec. 31, 2014 | 1,388,783,762 | 10,000,000 |
Statements_Of_Cash_Flows
Statements Of Cash Flows (USD $) | 12 Months Ended | 151 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net Gain (Loss) for the period | $2,493,765 | ($22,142,473) | ($20,892,024) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Stock for services | 562,361 | 1,467,703 | 2,806,164 |
Derivative (gain)/loss adjustment | -4,077,634 | 19,907,242 | 15,829,608 |
Available-for-sale securities transferred as compensation | 480,000 | 480,000 | |
Available-for-sale securities received for service revenues | 100,000 | 100,000 | |
Forgiveness of debt | -111,610 | -111,610 | |
Original issue discount | 57,139 | 57,139 | |
Depreciation | 2,577 | 2,442 | 5,237 |
Changes in Operated Assets and Liabilities: | |||
Accounts payable and accrued expenses | 80,499 | 4,907 | 91,665 |
Accounts payable to related parties | 3,612 | 115,110 | |
Net cash used in operating activities | -781,293 | -388,177 | -1,518,711 |
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 | 850,000 | 425,345 | 1,275,345 |
Proceeds from convertible note to related party | 48,526 | 48,526 | |
Payments on convertible note to related party | -38,474 | -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 | 850,000 | 435,397 | 1,635,530 |
Net (Decrease) Increase in Cash | 65,771 | 47,220 | 113,199 |
Cash at Beginning of Period | 47,428 | 208 | |
Cash at End of Period | 113,199 | 47,428 | 113,199 |
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 | 880,116 | 469,346 | 1,349,462 |
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 | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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”). | |
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 | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OFSIGNIFICANT ACCOUNTINGPOLICIES | ||
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 $1,000. 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 year ended December 31, 2014 and 2013, advertising and marketing expense were $11,815 and $4,735, 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 | |||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | |||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||
● | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||
● | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||
● | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||
Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | |||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. | |||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. | |||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||
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 655,525,261 potentially dilutive post reverse stock-split shares of common stock outstanding as of December 31, 2014, which are derived from the outstanding convertible promissory notes. The registrant also has 10,000,000 shares of Series A Preferred Stock issued and outstanding, each share of which can be converted into 100 shares of our common stock, therefor there are an additional 1,000,000,000 potentially dilutive post revere stock-split shares of 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. Business Segments | |||
The Company operates in one segment and therefore segment information is not presented. | |||
J. 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 December 31, 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. | |||
K. 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. | |||
L. 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) ammounts 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. | |||
M. Embedded Conversion Features | |||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. | |||
N. Derivative Financial Instruments | |||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | |||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | |||
O. Beneficial Conversion Feature | |||
For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. | |||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | |||
P. Debt Issue Costs and Debt Discount | |||
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |||
Q. 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. | |||
R. 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. | |||
S. Recently Issued Accounting Standards | |||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the three months ended August 31, 2014. | |||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation ( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||
In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 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 December 31, 2014, the registrant had an accumulated deficit during development stage of $20,892,024. Also, during the year ended December 31, 2014, the registrant used net cash of $781,293 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 | 12 Months Ended | ||
Dec. 31, 2014 | |||
DisclosurePrepaidsAbstract | |||
Prepaids | NOTE 5 - PREPAIDS | ||
The prepaid asset recorded at December 31, 2014, was the result of: | |||
a.) | 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. | ||
b.) | 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. | ||
c.) | 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 December 31, 2014 and 2013, the registrant had a prepaid balance of $46,020 and $289,550 which are derived from the uncompleted portion of the consulting agreements with the registrant. |
Property_Plant_Equipment
Property Plant & Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Fixed Assets | |||||||||
Property Plant & Equipment | NOTE 6 - PROPERTY PLANT & EQUIPMENT | ||||||||
Furniture and Equipment consisted of the following: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Equipment | $ | 85,467 | $ | 82,531 | |||||
Furniture | 4,186 | 4,186 | |||||||
Total | 89,653 | 86,717 | |||||||
Less accumulated Depreciation | (86,876 | ) | (84,299 | ) | |||||
Property and equipment, net | $ | 2,777 | $ | 2,418 | |||||
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 year ended December 31, 2014, and 2013 was $2,577 and $2,442. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 Brent Fouch, a former officer of the Company, 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 preferred shares were valued at par $0.001which resulted in the registrant recording a consulting expense 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2014, the registrant has received two certificates of Monster’s stock totally 39,583,333 common shares worth approximately $100,000, based on the closing stock price at the date of receipt, which was recorded as an available-for-sale security asset with the credit to deferred revenues. The registrant revalued the 39,583,333 shares on December 31, 2014, which resulted in an unrealized loss on available-for-sale securities of $96,042 as the stock price of Monster decreased to $0.0001. | |
As of December 31, 2014, and December 31, 2013, the registrant had available for sale securities balance of $3,958 and $0. |
Licensed_Products_Asset_Purcha
Licensed Products & Asset Purchase | 12 Months Ended |
Dec. 31, 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 December 30, 2014, and December 31, 2013, 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 | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
DisclosureConvertibleNotesPayableAbstract | |||||||||
Convertible Notes Payable | NOTE 10 - CONVERTIBLE NOTES PAYABLE | ||||||||
In the year ended December 31, 2014, the registrant entered into nineteen convertible note agreements. As of December 31, 2014 and 2013, the registrant has $451,728 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 December 31, 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 December 31, 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 December 31, 2014, the registrant has converted the entire principle of the back end note, $25,000, into 57,206,039 shares of our common stock. | |||||||||
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 December 31, 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 $2,750 of original issue discount, 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 December 31, 2014, Iconic Holdings, LLC converted the entire principle balance of $27,500 into 68,750,000 shares of common stock. | |||||||||
On March 11, 2014, the registrant entered into a Convertible Note Agreement with Premier Venture Partners, LLC. The registrant issued a $10,000 convertible note with interest of 8% per annum, unsecured, and due March 11, 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% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. As of December 31, 2014, Premier Venture Partners, LLC converted the entire principle balance of $10,000 and $605 of accrued interest into 15,149,902 shares of common stock of which 15,149,902 have yet to be issued as of December 31, 2014 and have been recorded as stock payable. | |||||||||
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 December 31, 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 December 31, 2014, Caesar Capital Group, LLC has converted the entire principle of $50,000 and $2,034 of accrued interest into 37,166,878 shares of common stock in the Company. | |||||||||
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 December 31, 2014, ARRG Corp has converted the entire principle of $50,000 and $2,000 of accrued interest into 37,142,857 shares of common stock in the Company. | |||||||||
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 December 31, 2014, KBM Worldwide, Inc. has converted the entire principle balance of $42,500 into 45,948,276 shares of common stock in the Company. | |||||||||
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 December 31, 2014, Cicero Consulting Group, LLC has converted $100,000 principle into 71,078,431 shares of our common stock. | |||||||||
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 December 31, 2014, WHC Capital, LLC has converted $50,000 of principle into 72,000,000 shares of common stock in the Company. | |||||||||
On May 15, 2013, the registrant executed a convertible promissory note with JMJ Financial, (“JMJ”) 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. On December 16, 2014, the registrant received $25,000 pursuant to this convertible promissory note with JMJ Financial. The notes are 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 December 31, 2014, the Company recorded $48,889 in original debt discount pertaining to the accumulation from all the notes issued to JMJ. As of December 31, 2014, JMJ Financial converted $162,911 in principle into 206,971,111 shares of common stock leaving a note payable balance of $85,978 due to JMJ. | |||||||||
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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 $2,750 of original issue discount, 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 December 31, 2014, Iconic Holdings, LLC has not converted any principle on this note. | |||||||||
On October 30, 2014, the registrant entered into a Convertible Note Agreement with Iconic Holdings, LLC. The registrant issued a $27,500 convertible note, with $2,750 of original issue discount, with interest of 10% per annum, unsecured, and due October 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 December 31, 2014, Iconic Holdings, LLC has not converted any principle on this note. | |||||||||
On October 29, 2014, the registrant entered into a Securities Purchase Agreement (SPA) with KBM Worldwide, Inc. The registrant issued a $32,500 convertible note in connection with the SPA which has interest of 8% per annum, unsecured, and due July 31, 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 average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. As of December 31, 2014, KBM Worldwide, Inc. has not converted any principle on this note. | |||||||||
Conversion of convertible debt. | |||||||||
In the year ended December 31, 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 $157,079 into 208,833,784 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 $89,000 of convertible debt into 145,117,267 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, $2,030 of accrued interest into 73,876,000 post reverse-split shares of common stock, AARG Corp. converted $50,000 of convertible debt into 37,142,857 post reverse-split shares of common stock, Caesar Capital Group, LLC converted $50,000 of convertible debt into 37,166,878 post reverse-split shares of common stock, KBM Worldwide Inc. converted $42,500 of convertible debt into 45,948,276 post reverse-split shares of common stock, Cicero Consulting Group converted $100,000 of convertible debt into 71,078,431 post reverse-split shares of common stock. Premier Venture Partners, LLC converted $10,000 of convertible debt and $605 of accrued interest into 15,149,902 post reverse-split shares of common stock of which 15,149,902 shares have yet to be issued and have been recorded as a stock payable and WHC Capital, LLC converted $50,000 of convertible debt into 72,000,000 shares of common stock of which 40,000,000 shares have yet to be issued and have been recorded as a stock payable. | |||||||||
The following table summarizes the total outstanding principle on convertible notes payable: | |||||||||
31-Dec-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 | 85,978 | 69,168 | |||||||
Convertible Notes Payable - IBC Funds LLC | — | 61,086 | |||||||
Convertible Notes Payable - LG Capital Funding LLC | 32,500 | — | |||||||
Convertible Notes Payable - Iconic Holdings | 63,250 | — | |||||||
Convertible Notes Payable - KBM Worldwide, Inc. | 60,000 | — | |||||||
Convertible Notes Payable - WHC Capital, LLC | 10,000 | — | |||||||
Convertible Notes Payable - Cicero Consulting Group, LLC | 100,000 | — | |||||||
Convertible Notes Payable - JSJ Investments Inc. | 100,000 | — | |||||||
Total | $ | 451,728 | $ | 248,358 | |||||
In the year ended December 31, 2014, and 2013, the registrant recorded interest expense relating to the outstanding convertible notes payable in the amounts of $16,295 and $6,478. | |||||||||
Derivative liability. | |||||||||
At December 31, 2014 and 2013, the Company had $1,767,223 and $19,907,242 in derivative liability. In the year ended December 31, 2014, the Company reduced its derivative liability by $18,140,019 of which 4,077,634 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 December 31, 2014 and December 31, 2013: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Annual dividend yield | 0 | 0 | |||||||
Expected life (years) of | 0.01 – .90 | 0.01 – .90 | |||||||
Risk-free interest rate | 10 | % | 10 | % | |||||
Expected volatility | 508.1 | % | 372.2 | % |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 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: | |||||||||
31-Dec-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 December 31, 2014, and December 31, 2013, total accrued interest and penalty pertaining to the outstanding $145,000 in notes payable is $280,024 and $251,019. |
Reverse_Stock_Split
Reverse Stock Split | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 $0.001which resulted in the registrant recording officer compensation of $5,000 over the life of the contract. | |
The registrant executed a service agreement on September 12, 2014, with Brent Fouch, 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 preferred shares were valued at par $0.001which 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 year ended December 31, 2014, the registrant issued 1,352,758,793 post reverse-split shares of common stock, of which 252,895,776 shares were issued for services and 1,099,863,017 shares were issued for the reduction of $861,629 in convertible notes payable debt and $18,487 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 $562,361. | |
Stock Payable | |
As of December 31, 2014, the Company had a stock payable balance of $36,605 pursuant to two conversion notices for the reduction of $36,605 in convertible debt for the issuance of 55,149,902 shares of our common stock which were issued in January of 2015. As of December 31, 2013, the Company recorded a stock payable of $235,357 pursuant to the uncompleted portion of the consulting agreement with our chief executive officer which accounted for $220,000. The remaining stock payable balance is made up of $15,375 which is due to IBC Funds, Inc. based on the settlement fee on the date of the agreement. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 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 December 31, 2014 and 2013, our liabilities as reported in our financial statements contained elsewhere in this report reflect the principal amount of the judgment together with $30,278 and $23,903 in accrued interest, respectively. |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Dec. 31, 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 other than listed below, there were no other material subsequent events exist. | |||
1 | In January and February of 2015, convertible note holders converted $142,367 of principle and $5,105 of accrued interest into 304,308,383 shares of common stock. The Company also issued 55,149,902 shares of common stock in January 2015 to convertible note holders who executed conversion notices in December 2014. | ||
2 | In February of 2015, the Company issued a $50,000 convertible note with $5,000 of original issue discount to Iconic Holdings, LLC for a total consideration of $55,000. The note bears interest of 10% per annum and is convertible into shares of stock in the Company at a 45% discount from lowest trading day in the 10 days prior to conversion. The Company received $50,000 in proceeds from the issuance of this note. | ||
3 | On February 10, 2015, the Company issued a $31,500 convertible note to LG Capital Funding, LLC. The note bears interest of 10% per annum is convertible in into shares of stock in the Company at a 45% discount from lowest trading day in the 10 days prior to conversion. The Company received $30,000 in proceeds from the issuance of this note with $1,500 going toward legal fees. |
Preparation_Of_Financial_State1
Preparation Of Financial Statements (Policies) | 12 Months Ended |
Dec. 31, 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”). | |
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) | 12 Months Ended | ||
Dec. 31, 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 $1,000. 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 year ended December 31, 2014 and 2013, advertising and marketing expense were $11,815 and $4,735, 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 | ||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | |||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||
● | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||
● | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||
● | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||
Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | |||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. | |||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. | |||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||
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 655,525,261 potentially dilutive post reverse stock-split shares of common stock outstanding as of December 31, 2014, which are derived from the outstanding convertible promissory notes. The registrant also has 10,000,000 shares of Series A Preferred Stock issued and outstanding, each share of which can be converted into 100 shares of our common stock, therefor there are an additional 1,000,000,000 potentially dilutive post revere stock-split shares of 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. | |||
Business Segments | I. Business Segments | ||
The Company operates in one segment and therefore segment information is not presented. | |||
Fair Value of Financial Instruments Measured on a Recurring Basis | J. 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 December 31, 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 | K. 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 | L. 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) ammounts 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. | |||
Embedded Conversion Features | M. Embedded Conversion Features | ||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. | |||
Derivative Financial Instruments | N. Derivative Financial Instruments | ||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | |||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | |||
Beneficial Conversion Feature | O. Beneficial Conversion Feature | ||
For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. | |||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | |||
Debt Issue Costs and Debt Discount | P. Debt Issue Costs and Debt Discount | ||
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |||
Cash Flows Reporting | Q. 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 | R. 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 | S. Recently Issued Accounting Standards | ||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the three months ended August 31, 2014. | |||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation ( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||
In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
Property_Plant_Equipment_Table
Property Plant & Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant Equipment Tables | |||||||||
Schedule of Property, Plant & Equipment | Furniture and Equipment consisted of the following: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Equipment | $ | 85,467 | $ | 82,531 | |||||
Furniture | 4,186 | 4,186 | |||||||
Total | 89,653 | 86,717 | |||||||
Less accumulated Depreciation | (86,876 | ) | (84,299 | ) | |||||
Property and equipment, net | $ | 2,777 | $ | 2,418 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Convertible Notes Payable Tables | |||||||||
Schedule of Convertible Notes Payable | The following table summarizes the total outstanding principle on convertible notes payable: | ||||||||
31-Dec-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 | 85,978 | 69,168 | |||||||
Convertible Notes Payable - IBC Funds LLC | — | 61,086 | |||||||
Convertible Notes Payable - LG Capital Funding LLC | 32,500 | — | |||||||
Convertible Notes Payable - Iconic Holdings | 63,250 | — | |||||||
Convertible Notes Payable - KBM Worldwide, Inc. | 60,000 | — | |||||||
Convertible Notes Payable - WHC Capital, LLC | 10,000 | — | |||||||
Convertible Notes Payable - Cicero Consulting Group, LLC | 100,000 | — | |||||||
Convertible Notes Payable - JSJ Investments Inc. | 100,000 | — | |||||||
Total | $ | 451,728 | $ | 248,358 | |||||
Schedule of Variables Used in Valuation of Derivative Liabilities | The following is the range of variables used in revaluing the derivative liabilities at December 31, 2014 and December 31, 2013: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Annual dividend yield | 0 | 0 | |||||||
Expected life (years) of | 0.01 – .90 | 0.01 – .90 | |||||||
Risk-free interest rate | 10 | % | 10 | % | |||||
Expected volatility | 508.1 | % | 372.2 | % |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Notes Payable | The total amount due on notes payable and related interest and penalty is as follows: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Notes Payable | $ | 145,000 | $ | 145,000 | |||||
Total | $ | 145,000 | $ | 145,000 |
Property_Plant_Equipment_Detai
Property Plant & Equipment (Details) (USD $) | Dec. 31, 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 | -86,876 | -84,299 |
Property and equipment, net | $2,777 | $2,418 |
Convertible_Notes_Payable_Sche
Convertible Notes Payable (Schedule Of Convertible Notes Payable) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Short-term Debt [Line Items] | ||
Convertible notes payable | $451,728 | $248,358 |
Convertible Notes Payable - Asher Enterprises, Inc. | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 47,700 | |
Convertible Notes Payable - Magna Group, LLC | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 37,000 | |
Convertible Notes Payable - Hanover Holdings, LLC | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 33,404 | |
Convertible Notes Payable - JMJ Financial, LLC | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 85,978 | 69,168 |
Convertible Notes Payable - IBC Funds LLC | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 61,086 | |
Convertible Notes Payable - LG Capital Funding LLC | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 32,500 | |
Convertible Notes Payable - Iconic Holdings | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 63,250 | |
Convertible Notes Payable - KBM Worldwide, Inc. | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 60,000 | |
Convertible Notes Payable - WHC Capital, LLC | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 10,000 | |
Convertible Notes Payable - Cicero Consulting Group, LLC | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | 100,000 | |
Convertible Notes Payable - JSJ Investments Inc. | ||
Short-term Debt [Line Items] | ||
Convertible notes payable | $100,000 |
Convertible_Notes_Payable_Sche1
Convertible Notes Payable (Schedule Of Variables Used In Valuation Of Derivative Liabilities) (Details) (Derivative Liability) | 12 Months Ended | |
Dec. 31, 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 | 508.10% | 372.20% |
Minimum | ||
Derivative liability - Black Scholes Model | ||
Expected life (years) of | 4 days | 4 days |
Maximum | ||
Derivative liability - Black Scholes Model | ||
Expected life (years) of | 10 months 24 days | 10 months 24 days |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Dec. 31, 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 $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Capitalization limit on fixed assets | $1,000 | |
Estimated useful life of property and equipment | The assets estimated useful life of three, five (5), or seven (7) years | |
Advertising and marketing expense | $11,815 | $4,735 |
Series A Preferred Stock | ||
Preferred stock conversion terms | The registrant also has 10,000,000 shares of Series A Preferred Stock issued and outstanding, each share of which can be converted into 100 shares of our common stock. | |
Convertible Promissory Notes | ||
Antidilutive securities excluded from computation of earnings per share | 655,525,261 | |
Series A Preferred Stock | ||
Antidilutive securities excluded from computation of earnings per share | 1,000,000,000 |
Prepaids_Narrative_Details
Prepaids (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 02, 2014 | Sep. 12, 2014 | |
Stock issued for services, value | $562,361 | $1,467,703 | $776,000 | ||
Six Month Consulting Agreement - Noah Fouch | |||||
Stock issued for services, shares | 30,000,000 | ||||
Stock issued for services, value | 48,000 | ||||
Closing price on the date of agreement | $0.00 | ||||
One Year Service Agreement | Kerry Driscoll | Series A Preferred Stock | |||||
Stock issued for services, shares | 5,000,000 | ||||
Stock issued for services, value | 5,000 | ||||
Closing price on the date of agreement | $0.00 | ||||
One Year Service Agreement | Former Officer - Brent Fouch | Series A Preferred Stock | |||||
Stock issued for services, shares | 5,000,000 | ||||
Stock issued for services, value | $5,000 | ||||
Closing price on the date of agreement | $0.00 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 02, 2014 | Dec. 25, 2013 | Jan. 05, 2014 | |
Convertible notes payable | $451,728 | $248,358 | ||||
Stock issued for services, value | 562,361 | 1,467,703 | 776,000 | |||
Brent fouch | Convertible Promissory Note - January 2, 2014 | ||||||
Convertible notes payable | 61,096 | |||||
Note assigned to Magna Group, LLC, | 61,096 | |||||
Brent fouch | Convertible Promissory Note - January 2, 2014 | ||||||
Debt instrument conversion terms | It bearing no interest, convertible at the closing market price on the date of conversion. | |||||
CEO | One Year Consulting Contract | ||||||
Stock issued for services, shares | 120,000,000 | |||||
Stock issued for services, value | $264,000 | |||||
Closing price on the date of agreement | $0.00 |
Available_For_Sale_Securities_
Available For Sale Securities (Narrative) (Details) (USD $) | 12 Months Ended | 151 Months Ended | 0 Months Ended | 11 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
Unrealized loss on available for sale securities | ($96,042) | $90,000 | ($426,042) | ||
Available for sale securities | 3,958 | 3,958 | 3,958 | 3,958 | |
Consulting Agreement - Monster Arts, Inc | |||||
Available for sale securities, shares | 39,583,333 | ||||
Share closing price | $0.00 | $0.00 | $0.00 | $0.00 | |
Deferred revenue | 100,000 | ||||
Unrealized loss on available for sale securities | -96,042 | ||||
Consulting terms | The registrant will be paid four quarterly payments of $50,000 in restricted common stock of Monster. | ||||
Available for sale securities | $3,958 | $0 | $3,958 | $3,958 | $3,958 |
Licensed_Products_Asset_Purcha1
Licensed Products & Asset Purchase (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Apr. 30, 2013 | Dec. 18, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
Value of the assets acquired | $89,653 | $86,717 | ||
Accumulated depreciation on asssets | 86,876 | 84,299 | ||
Net value of the assets acquired | 2,777 | 2,418 | ||
Mind Technologies, Inc | Property Plant and Equipment - Asset Purchase Agreement | ||||
Stock issued for asset purchase agreement, Shares | 15,000 | |||
Value of the assets acquired | 86,033 | |||
Accumulated depreciation on asssets | 81,638 | |||
Net value of the assets acquired | 4,395 | |||
Mind Technologies, Inc | Licensing Agreements | ||||
Stock issued for licensing agreement, Shares | 3,500 | |||
Amortized holding cost | $0 | $0 |
Convertible_Notes_Payable_Narr
Convertible Notes Payable (Narrative) (Details) (USD $) | 12 Months Ended | 151 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Feb. 04, 2014 | Dec. 31, 2014 | Feb. 06, 2014 | Feb. 25, 2014 | Mar. 11, 2014 | Mar. 25, 2014 | Sep. 30, 2014 | Apr. 15, 2014 | Apr. 30, 2014 | 8-May-14 | 12-May-14 | 30-May-14 | Dec. 16, 2014 | Jun. 23, 2014 | Apr. 16, 2014 | Dec. 04, 2013 | Aug. 14, 2013 | 15-May-13 | Jul. 22, 2014 | Aug. 28, 2014 | Sep. 04, 2014 | Sep. 22, 2014 | Sep. 25, 2014 | Oct. 30, 2014 | Oct. 29, 2014 | Aug. 07, 2014 | |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Proceeds from convertible notes | $850,000 | $425,345 | $1,275,345 | ||||||||||||||||||||||||||
Interest expense | 16,295 | 6,478 | |||||||||||||||||||||||||||
Reduction in derivative liability | -18,140,019 | ||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 861,629 | 469,346 | |||||||||||||||||||||||||||
Accrued interest converted | 18,487 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 1,099,863,017 | 13,777,673 | |||||||||||||||||||||||||||
Convertible Note Agreement On February 4, 2014 - Gel Properties LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 25,000 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 4-Feb-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. | ||||||||||||||||||||||||||||
Convertible Note Agreement On February 4, 2014 - Gel Properties LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 25,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 48,017,966 | ||||||||||||||||||||||||||||
Convertible Note Agreement On February 4, 2014 - LG Capital Funding LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 25,000 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 4-Feb-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. | ||||||||||||||||||||||||||||
Convertible Note Agreement On February 4, 2014 - LG Capital Funding LLC | Common Stock | Front End Note | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 25,000 | ||||||||||||||||||||||||||||
Accrued interest converted | 1,312 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 47,864,258 | ||||||||||||||||||||||||||||
Convertible Note Agreement On February 4, 2014 - LG Capital Funding LLC | Common Stock | Back End Note | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 25,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 57,206,039 | ||||||||||||||||||||||||||||
Convertible Note Agreement On August 07, 2014 - LG Capital Funding LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 25,000 | ||||||||||||||||||||||||||||
Securities Purchase Agreement On February 6, 2014 - Asher Enterprises, Inc | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 37,500 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 10-Nov-14 | ||||||||||||||||||||||||||||
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 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. | ||||||||||||||||||||||||||||
Securities Purchase Agreement On February 6, 2014 - Asher Enterprises, Inc | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 37,500 | ||||||||||||||||||||||||||||
Accrued interest converted | 4,500 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 99,765,528 | ||||||||||||||||||||||||||||
Convertible Note Agreement On February 25, 2014 - Iconic Holdings, LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 27,500 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 25-Feb-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 | ||||||||||||||||||||||||||||
Original issue discount | 2,750 | ||||||||||||||||||||||||||||
Convertible Note Agreement On February 25, 2014 - Iconic Holdings, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 27,500 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 68,750,000 | ||||||||||||||||||||||||||||
Convertible Note Agreement On March 11, 2014 - Premier Venture Partners, LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 10,000 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 11-Mar-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 50% of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion. | ||||||||||||||||||||||||||||
Convertible Note Agreement On March 11, 2014 - Premier Venture Partners, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 10,000 | ||||||||||||||||||||||||||||
Accrued interest converted | 605 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 15,149,902 | ||||||||||||||||||||||||||||
Convertible Note Agreement On March 25, 2014 - LG Capital Funding LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 40,000 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 25-Mar-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. | ||||||||||||||||||||||||||||
Convertible Note Agreement On March 25, 2014 - LG Capital Funding LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 40,000 | ||||||||||||||||||||||||||||
Accrued interest converted | 171 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 77,224,305 | ||||||||||||||||||||||||||||
Convertible Note Agreement On April 15, 2014 - Ceasar Capital Group, LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 50,000 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 15-Apr-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 | ||||||||||||||||||||||||||||
Convertible Note Agreement On April 15, 2014 - Ceasar Capital Group, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 50,000 | ||||||||||||||||||||||||||||
Accrued interest converted | 2,034 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 37,166,878 | ||||||||||||||||||||||||||||
Convertible Note Agreement On April 30, 2014 - ARRG, Corp | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 50,000 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 30-Apr-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. | ||||||||||||||||||||||||||||
Convertible Note Agreement On April 30, 2014 - ARRG, Corp | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 50,000 | ||||||||||||||||||||||||||||
Accrued interest converted | 2,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 37,142,857 | ||||||||||||||||||||||||||||
Securities Purchase Agreement On May 08, 2014 - KBM Worldwide, Inc | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 42,500 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 12-Feb-14 | ||||||||||||||||||||||||||||
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 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. | ||||||||||||||||||||||||||||
Securities Purchase Agreement On May 08, 2014 - KBM Worldwide, Inc | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 42,500 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 45,948,276 | ||||||||||||||||||||||||||||
Convertible Promissory Note Agreement On May 12, 2014 - Cicero Consulting Group, LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 200,000 | ||||||||||||||||||||||||||||
Convertible notes due date | 12-May-15 | ||||||||||||||||||||||||||||
Conversion terms | 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. | ||||||||||||||||||||||||||||
Convertible Promissory Note Agreement On May 12, 2014 - Cicero Consulting Group, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 100,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 71,078,431 | ||||||||||||||||||||||||||||
Convertible Note Agreement On May 30, 2014 - WHC Capital, LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 60,000 | ||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 30-May-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 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. | ||||||||||||||||||||||||||||
Convertible Note Agreement On May 30, 2014 - WHC Capital, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 50,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 72,000,000 | ||||||||||||||||||||||||||||
Convertible Promissory Note On May 15, 2013 - JMJ Financial | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 250,000 | ||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||
Interest term | The note is interest free for the first 180 days after which it accrues interest of 12% per annum. | ||||||||||||||||||||||||||||
Conversion terms | 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. | ||||||||||||||||||||||||||||
Original issue discount | 48,889 | 48,889 | 48,889 | ||||||||||||||||||||||||||
Proceeds from convertible notes | 25,000 | 60,000 | 40,000 | 25,000 | 20,000 | 30,000 | |||||||||||||||||||||||
Convertible Promissory Note On May 15, 2013 - JMJ Financial | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 162,911 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 206,971,111 | ||||||||||||||||||||||||||||
Securities Purchase Agreement On July 22, 2014 - KBM Worldwide, Inc | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 27,500 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 22-Jul-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 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. | ||||||||||||||||||||||||||||
Convertible Note Agreement On August 24, 2014 - GEL Properties LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 25,000 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 28-Aug-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 trading days leading up to the date of conversion. | ||||||||||||||||||||||||||||
Convertible Note Agreement On August 24, 2014 - GEL Properties LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 25,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 56,818,182 | ||||||||||||||||||||||||||||
Convertible Note Agreement On September 04, 2014 - LG Capital Funding LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 31,500 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 4-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. | ||||||||||||||||||||||||||||
Convertible Note Agreement On September 22, 2014 - JSJ Investments LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 100,000 | ||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 22-Mar-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 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. | ||||||||||||||||||||||||||||
Convertible Note Agreement On September 25, 2014 - Iconic Holdings, LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 27,500 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 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. | ||||||||||||||||||||||||||||
Original issue discount | 2,750 | ||||||||||||||||||||||||||||
Convertible Note Agreement On October 30, 2014 - Iconic Holdings, LLC | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 27,500 | ||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 30-Oct-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. | ||||||||||||||||||||||||||||
Original issue discount | 2,750 | ||||||||||||||||||||||||||||
Securities Purchase Agreement On October 29, 2014 - KBM Worldwide, Inc | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Convertible note issued | 32,500 | ||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible notes due date | 31-Jul-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. | ||||||||||||||||||||||||||||
Convertible Notes Payable - Asher Enterprises, Inc. | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 85,200 | ||||||||||||||||||||||||||||
Accrued interest converted | 4,500 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 104,613,454 | ||||||||||||||||||||||||||||
Convertible Notes Payable - Magna Group, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 37,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 4,510,292 | ||||||||||||||||||||||||||||
Convertible Notes Payable - Hanover Holdings, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 94,500 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 106,789,630 | ||||||||||||||||||||||||||||
Convertible Notes Payable - JMJ Financial, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 157,079 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 208,833,784 | ||||||||||||||||||||||||||||
Convertible Notes Payable - Gel Properties LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 50,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 104,836,148 | ||||||||||||||||||||||||||||
Convertible Notes Payable - AARG Corp | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 89,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 145,117,267 | ||||||||||||||||||||||||||||
Convertible Notes Payable - Iconic Holdings | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 27,500 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 68,750,000 | ||||||||||||||||||||||||||||
Convertible Notes Payable - IBC Funds LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 61,085 | ||||||||||||||||||||||||||||
Accrued interest converted | 2,030 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 73,876,000 | ||||||||||||||||||||||||||||
Convertible Notes Payable - ARRG Corp. | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 50,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 37,142,857 | ||||||||||||||||||||||||||||
Convertible Notes Payable - Caesar Capital Group, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 50,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 37,166,878 | ||||||||||||||||||||||||||||
Convertible Notes Payable - KBM Worldwide, Inc. | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 42,500 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 45,948,276 | ||||||||||||||||||||||||||||
Convertible Notes Payable - Cicero Consulting Group, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 100,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 71,078,431 | ||||||||||||||||||||||||||||
Convertible Notes Payable - Premier Venture Partners, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 10,000 | ||||||||||||||||||||||||||||
Accrued interest converted | 605 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 15,149,902 | ||||||||||||||||||||||||||||
Common stock shares unissued | 15,149,902 | 15,149,902 | 15,149,902 | ||||||||||||||||||||||||||
Convertible Notes Payable - WHC Capital, LLC | Common Stock | |||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||
Debt conversion original debt amount | $50,000 | ||||||||||||||||||||||||||||
No of common shares issued in conversion of debt | 72,000,000 | ||||||||||||||||||||||||||||
Common stock shares unissued | 40,000,000 | 40,000,000 | 40,000,000 |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 1 Months Ended | ||
Jan. 31, 2009 | Dec. 31, 2014 | Dec. 31, 2013 | |
Notes payable outstanding | $145,000 | $145,000 | |
Accrued interest and penalty | 342,647 | 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 | $280,024 | $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 $) | 12 Months Ended | 151 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Aug. 23, 2013 | 17-May-13 | |
Stock issued for services, value | $562,361 | $1,467,703 | $776,000 | |||
Stock issued for related party debt reductions, value | 51,000 | 51,000 | ||||
Debt reduction | 36,605 | |||||
Common Stock | ||||||
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 | 5,200 | |||
Stock issued for services, value | 252,896 | 22,088 | 5 | |||
Total number of shares issued during the period | 1,352,758,793 | 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 | 11 | |||||
Debt conversion original debt amount | 861,629 | 469,346 | ||||
Shares issued in conversion of convertible notes payable | 1,099,863,017 | 13,777,673 | ||||
Accrued interest converted | $18,487 | |||||
Stock issued for asset purchase agreement, Shares | 15,000 | |||||
Common Stock | Unrelated Third Party Consultants - Investor Related Services | ||||||
Stock issued for services, shares | 1,850,000 | |||||
Common Stock | CEO | ||||||
Stock issued for services, shares | 20,000,000 | |||||
Common Stock | Secretary | ||||||
Stock issued for services, shares | 238,000 |
Commitments_Narrative_Details
Commitments (Narrative) (Details) (USD $) | 1 Months Ended | ||
Apr. 30, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | |
Lease amount owed | $106,231 | ||
Accrued Interest on the Lease amount | $30,278 | $23,903 | |
Lease agreement litigation for former office space | |||
Summary judgment | A combined summary judgment was entered in April, 2010 against VOIS, Inc in the amount of $106,231. | ||
Case filing date | Dec-09 | ||
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) (USD $) | 12 Months Ended | 151 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Jan. 31, 2015 | Feb. 28, 2015 | Feb. 28, 2015 | Feb. 10, 2015 | |
Subsequent Event [Line Items] | |||||||
Proceeds from convertible debt | $850,000 | $425,345 | $1,275,345 | ||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued in conversion of convertible notes payable | 55,149,902 | 304,308,383 | |||||
Debt conversion original debt amount | 142,367 | ||||||
Accrued interest converted | 5,105 | ||||||
Subsequent Event | Convertible Note On February 2015 - Iconic Holdings, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face amount | 55,000 | 55,000 | |||||
Debt instrument carrying amount | 50,000 | 50,000 | |||||
Original issue discount | 5,000 | 5,000 | |||||
Debt instrument interest rate | 10.00% | 10.00% | |||||
Debt instrument conversion terms | Convertible into shares of stock in the Company at a 45% discount from lowest trading day in the 10 days prior to conversion. | ||||||
Proceeds from convertible debt | 50,000 | ||||||
Subsequent Event | Convertible Note On February 10, 2015 - LG Capital Funding, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face amount | 31,500 | ||||||
Debt instrument interest rate | 10.00% | ||||||
Proceeds from convertible debt | 30,000 | ||||||
Legal fees | $1,500 |