Atomic Paintball (ATOC) 10-Q 18 May 15 2015 Q1 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	3 Months Ended
	Mar. 31, 2015	13-May-15
Entity Registrant Name	Atomic Paintball Inc
Entity Central Index Key	1269022
Current Fiscal Year End Date	-19
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		6,621,900
Document Type	10-Q
Document Period End Date	31-Mar-15
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Amendment Flag	FALSE

Balance_Sheets_Unaudited

Balance Sheets (Unaudited) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Current Assets
Cash & cash equivalents	$1,893	$140
Prepaid expenses	46,667	21,667
Total Current Assets	48,560	21,807
Long Term Assets
Software and related intangible assets	865,000	865,000
Other assets	30,694	36,111
Total Long-term Assets	895,694	901,111
TOTAL ASSETS	944,254	922,918
Current Liabilities
Accounts payable and accrued expenses	154,147	232,208
Accrued payroll	123,701	104,475
Accrued interest	97,876	83,788
Note payable - related party	11,846	11,846
Convertible note payable - related party	143,733	143,733
Line of credit - related party	485,925	300,806
Total Liabilities	1,017,228	876,856
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value	0	0
Common Stock, no par value: 10,000,000 shares authorized, 6,031,900 and 5,238,549 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively	1,778,500	1,141,490
Additional paid in capital	1,179,968	1,462,168
Accumulated deficit	-3,031,692	-2,557,846
Total Stockholders' Equity (Deficit)	-72,974	46,062
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	944,254	922,918
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value	0	0
Series B Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value	$250	$250

Balance_Sheets_Unaudited_Paren

Balance Sheets (Unaudited) (Parentheticals) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Preferred stock, par value (in dollars per share)	$0	$0
Preferred stock, shares authorized (in shares)	2,000,000	2,000,000
Common stock, par value (in dollars per share)	$0	$0
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	6,031,900	5,238,549
Common stock, shares outstanding (in shares)	6,031,900	5,238,549
Series A Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$0	$0
Preferred stock, shares authorized (in shares)	400,000	400,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Series B Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$0.00	$0.00
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares outstanding (in shares)	250,000	250,000
Preferred stock, liquidation preference (in dollars per share)	$250	$250

Statements_of_Operations_Unaud

Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
OPERATING EXPENSES
General and Administrative	$434,566	$10,184
Total Operating Expenses	434,566	10,184
OPERATING LOSS	-434,566	-10,184
OTHER INCOME (EXPENSE)
Interest Expense	-14,089	-4,781
Loss on settlement of liabilities	-25,191
Total other expense	-39,280	-4,781
Loss before Income Taxes	-473,846	-14,965
Income tax expense	0	0
NET LOSS	-473,846	-14,965
Preferred Dividends	31,250
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	($505,096)	($14,965)
NET LOSS PER COMMON SHARE
Basic & Diluted (in dollars per share)	($0.09)	$0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic & Diluted (in shares)	5,352,662	4,418,549

Statements_of_Cash_Flows_Unaud

Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOW FROM OPERATING ACTIVITIES
NET LOSS	($473,846)	($14,965)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
Common stock issued for services rendered	209,810
Amortization of other assets	5,417
Loss on settlement of liabilities	25,191
CHANGES IN OPERATING ASSETS & LIABILITIES
Increase in accounts payable and accrued expenses	16,748	10,149
Increase in accrued payroll and interest	33,314	4,781
Increase in prepaid expenses	-25,000
Total Cash Flow Used In Operating Activities	-208,366	-35
CASH FLOW FROM INVESTING ACTIVITIES
Total Cash Flow Used In Investing Activities
CASH FLOW FROM FINANCING ACTIVITIES
Advances Under Line of Credit - Related Party	185,119
Net Proceeds from Issuance of Common Stock	25,000
Total Cash Flow Provided By Financing Activities	210,119
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS	1,753	-35
Cash and Cash Equivalents at the beginning of the period	140	200
Cash and Cash Equivalents at the end of the period	1,893	165
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Common stock issued in settlement of liabilities	$120,000

Note_1_Nature_of_Operations_Ba

Note 1 - Nature of Operations, Basis of Presentation and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Basis of Presentation and Significant Accounting Policies [Text Block]	NOTE 1.	NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES.
	NATURE OF OPERATIONS
	Atomic Paintball, Inc. (the “Company”) was incorporated on May 8, 2001 in the State of Texas. Previously, the Company planned to own and operate paintball facilities and to provide services and products in connection with paintball sport activities at its yet to be established facilities and through a website.
	On July 29, 2014, our Board of Directors approved the Company’s pursuing of a change in the Company’s business to a Digital Out Of Home (DOOH) media company; the Board is also considering changing the company's name to one that better reflects its new business.
	During the three months ended March 31, 2015 and 2014, we focused on completing those actions necessary to implement our business plan.
	BASIS OF PRESENTATION
	Interim Accounting
	The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.
	The Company's 10-K for the year ended December 31, 2014, filed on April 30, 2015, should be read in conjunction with this Report.
	Reclassifications
	Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.
	SIGNIFICANT ACCOUNTING POLICIES
	Accounting Basis
	These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
	Cash and Cash Equivalents
	For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less.
	Fair Value of Financial Instruments
	The accounting guidance establishes a fair value hierarchy based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflect the Company's own assumptions of market participant valuation (unobservable inputs). A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value:
	•	Level 1—Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
	•	Level 2—Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; or
	•	Level 3—Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement.
	The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate the Company's or the counterparty's non-performance risk is considered in determining the fair values of liabilities and assets, respectively.
	Stock Compensation
	The Company follows FASB Accounting Standards Codification ASC 718
	Stock Compensation
	for share based payments to employees.  The Company follows FASB Accounting Standards Codification 505 for share based payments to Non-Employees.
	Earnings (Loss) per Share
	The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.
	Dividends
	Common Stock
	The Company has not adopted any policy regarding payment of dividends on its common stock. No common stock dividends have been paid during the periods shown.
	Preferred stock
	The Series B Convertible Preferred Stock issuable pursuant to the transaction that closed on November 10, 2014 has a cumulative quarterly dividend of $0.125 per share, payable thirty days after the end of each fiscal quarter. The dividend is prorated for the portion of the quarter that the shares are outstanding. The Company sought to file the certificate of designation of the Series B Convertible Preferred Stock (“Series B Certificate of Designation”) with Texas’ Secretary of State in November 2014; however, the Company was recently informed by Texas’ Secretary of State that the filing in November 2014 was rejected. The Company recently re-submitted the filing of the Series B Certificate of Designation and it became effective on April 30, 2015. Notwithstanding the aforementioned event, and given the unfortunate rejection of the initial filing, the Company agreed to accumulate dividends for the Series B Convertible Preferred Stock as of the closing date of the Kriz transaction. The cumulative dividends for the Series B Convertible Preferred Stock were $48,573 as of March 31, 2015 and $17,323 as of December 31, 2014. The dividends have not been declared or paid.
	Income Taxes
	The Company provides for income taxes in accordance with ASC 740 –
	Income Taxes
	.  ASC 740 requires the use of an asset and liability approach in accounting for income taxes.
	ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.
	Advertising
	The Company expenses advertising as incurred. The advertising since inception has been $0.
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
	Revenue and Cost Recognition
	The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
	In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

Note_2_Going_Concern

Note 2 - Going Concern	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Going Concern [Text Block]	NOTE 2.	GOING CONCERN.
	The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues to cover its operating costs and allow it to continue as a going concern. For the three months ended March 31, 2015, the Company incurred a net loss of $473,846 and a net loss attributable to common stockholders of $505,096. The accumulated deficit at March 31, 2015 totaled $3,031,692. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.
	The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note_3_Acquisitions_and_Acquis

Note 3 - Acquisitions and Acquisition Agreements	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Business Combination Disclosure [Text Block]	NOTE 3.	ACQUISITIONS AND ACQUISITION AGREEMENTS
	Acquisition of Software and Related Intangible Assets For Series B Preferred Stock
	On September 23, 2014, we entered into a letter agreement (the “Letter”) with Carey Kriz (“Kriz”), pursuant to which the parties expressed the intent to enter into a definitive agreement regarding the Company’s acquisition of certain of Kriz's intellectual property at the consideration of 200,000 shares of the Company’s preferred stock. Pursuant to the Agreement, Kriz also agreed to grant to the Company a license to use certain of Kriz’s intellectual property until December 31, 2014 on an exclusive basis.
	The Company executed the contemplated definitive Asset Purchase Agreement on October 31, 2014 (the "Agreement"). Following further negotiations after entering into the Letter, we agreed to issue Kriz 250,000 shares of our to be created Series B Convertible Preferred Stock (the "Stock Consideration") in exchange for Kriz's various source code, software programs and applications, compilations of code, software routines, subroutines and the like, patent applications, copyrights, trade secrets, know-how and other intellectual property which forms a proprietary information system designed to perform functions including but not limited to increasing the ability of retailers and manufacturers to connect with their end customers and to decrease the costs of sales/customers access (the “PIS”), which, after we acquire related intellectual property from other parties, of which there can be no guarantee, we will develop and market. Pursuant to the Agreement, Kriz also assigned us all of the related trademarks. The transaction closed when the assignments of the intellectual property were executed and delivered. We filed the Series B Certificate of Designation with Texas’ Secretary of State in November 2014, promptly after the closing of the transaction. Upon our attempt to file a correction regarding a typo in the originally filed Designation, we were informed that the original filing was rejected; we filed a new Designation, which is effective as of April 30, 2015. The Stock Consideration was issued after we made the initial filing and before we were aware it was rejected and the Company considers it outstanding; however, it was not actionable until the designation is effective.
	The fair value of the acquired assets was not readily determinable because the acquired assets have not been marketed on a stand- alone basis. Therefore we valued the transaction at the estimated fair value of the cumulative convertible preferred stock issued using a dual model approach. The first model valued the preferred stock using discounted cash flows of the preferred stock dividends that considered the limited operating history of the Company. The second model valued the preferred stock based on the equivalent number of shares of common stock that are issuable upon conversion on an as converted basis. The dual model approach resulted in a valuation of the 250,000 shares of cumulative convertible preferred stock of $865,000. There were no transaction costs associated with transaction and the acquired assets were valued by the same amount and are recorded as
	Software and related intangible assets
	on the balance sheet.
	Sallah Purchase Agreement
	On November 20, 2014, we entered into an Asset Purchase Agreement (“Sallah Purchase Agreement”) with James D. Sallah, Esq. as Receiver ("Sallah" or "Receiver").  Sallah is the duly appointed receiver in
	Securities and Exchange Commission v. JCS Enterprises Inc., d/b/a JCS Enterprises Services Inc., et al.
	in the United States District Court for the Southern District of Florida (the "Court").  Solely in his capacity as receiver for JCS Enterprises Inc. d/b/a JCS Enterprises Services Inc., T.B.T.I., Inc. and My Gee Bo, Inc. (which are collectively referred to herein as the “Receivership Entities” or “Receivership Estate”), we submitted a bid to purchase from the Receiver certain Assets (as defined below) of the Receivership Estate for a purchase price of $1,536,971.75 (the "Purchase Price"), $25,000 of which was remitted by JH Brech on January 21, 2015 on our behalf and was recorded as a revolver advance and $75,000 of which we shall deposit as additional Earnest Money, which shall be returned to us if the sale is not consummated for reasons other than our default under the terms of the agreement (the entire transaction being referred to as the "Sale").  To the extent the Receiver is unable to deliver items of tangible personal property that total more than $37,500, the Purchase Price shall be reduced accordingly.  The Sale is subject to Court approval, and the Receiver has determined that the Sale shall be accomplished via an auction procedure, which is subject to overbid and therefore we may not be the final purchaser of the Assets.  On November 24, 2014, the Receiver started the process of obtaining Court approval by filing a Motion to approve the sale procedures and approve the sale.
	The Assets consist of intellectual property, assumed contracts, equipment and inventory of the Receivership Entities to the extent of the Receiver's right, title and interest in such property, which property is described on Exhibit A to the Sallah Purchase Agreement, filed as Exhibit 10.1 to our Current Report on Form 8-K filed on November 26, 2014  (collectively, the "Assets").  To the extent the Receivership Estate acquires, after November 20, 2014, interests in tangible or intangible property which pertain strictly to (a) the Assets and/or the business operations of JCS Enterprises Inc. and My Gee Bo, Inc., and (b) Assets listed on Exhibit A to the Sallah Purchase Agreement which are not currently assets of the Receivership Estate, the Receiver will deliver that property to us.  In connection with the purchase of the Assets, we are assuming certain liabilities, listed on Exhibit B to the Sallah Purchase Agreement, under various contracts and agreements contained on Exhibit A to the Sallah Purchase Agreement.
	The companies comprising the Receivership Entities were involved in various capacities with, among other things, deploying virtual concierge machines (“VCMS”) at hotels, airports, stadiums and other locations.  VCMS were free-standing or wall-mounted machines, similar to automated teller machines, which allowed users to purchase products and view advertisements; advertising revenue was thereby generated.  In addition, one or more of such companies obtained rights to use a mobile device platform marketed to purchase products and services from a wireless device such a smart phone.  A downloaded computer application was programmed to act as a secure online vault that maintained a customer’s credit card account information so that the customer could make a purchase without using a physical credit card or entering credit card information.  These assets will allow us, upon completion of the Sale, to deploy VCMS into the market immediately.  In addition, there are several prior customer relationships that we believe will seek to reengage the Company to provide services if we are successful in our bid.  A significant portion of the operational software was created by or under the supervision of Carey Kriz, an individual unrelated to any of the companies comprising the Receivership Entities or their principals.
	The Court entered into a Sale Order on January 5, 2015. However, on February 18, 2015, we received a letter from Sallah claiming that we are in material default under the Agreement because we did not deposit the second earnest money of $75,000 upon the Court’s entry of the Sales Order. Sallah claims that he is entitled to retain the first earnest money of $25,000 as partial payment of the Receiver’s damages under the Agreement and may pursue and preserve all of his rights under the Agreement due to the alleged default. The Agreement does not contain default provisions and we are working towards an amicable resolution with Sallah. As of the filing date of this report, the Company is in negotiations with Sallah to make the second deposit of $75,000 and has not recieved any withdrawal notices to indicate the Company is not the preferred bidder.
	Although we originally anticipated closing in the second quarter of 2015, due to our cash position, we cannot be sure when we will close, if ever. As soon as sufficient funds are available, we intend to use them towards the payment of purchase price under the Agreement if the Receiver has not previously terminated the Agreement.

Note_4_Notes_Payable_Related_P

Note 4 - Notes Payable - Related Party	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Short-term Debt [Text Block]	NOTE 4	NOTES PAYABLE
	.	– RELATED PARTY
	Our former President and then sole director, Barbara J. Smith, loaned us a total of $11,846 to pay for further research and development and for general corporate overhead.  This loan bears interest at an annual rate of 6.5%, was due on July 15, 2004 and was convertible at Ms. Smith's option into shares of our common stock at $0.25 per share.  This loan has not been repaid and Ms. Smith has declined to convert the outstanding balance into shares.  Accordingly, the entire balance of the loan continues to be outstanding and we continue to accrue interest on the balance outstanding.  As of March 31, 2015 and December 31, 2014 accrued interest amounted to $ 8,868 and $ 8,674, respectively.

Note_5_Related_Party_Transacti

Note 5 - Related Party Transactions	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	NOTE 5	RELATED PARTY TRANSACTIONS.
	.
	On March 29, 2010, the Company entered into a $143,733 Convertible Promissory Note with J.H. Brech LLC, a related party. The Note accrues interest at 6% per annum and was due March 29, 2012.  Under the terms of the Note, J.H. Brech LLC had the right to convert all or part of the principal balance under the Note into shares of the Company’s common stock at a conversion price of $0.50 per share.  On August 7, 2014, the Company executed a First Letter of Addendum and First Amendment to the Note which provided for the conversion of all or any part of the outstanding principal and unpaid principal and /or unpaid interest of the Note into shares of the Company’s common stock at a conversion price of $0.25 per share.  As of March 31, 2015 and December 31, 2014, accrued interest amounted to $ 47,633 and $ 41,112, respectively.  Although this note is past due and we have not made the contractual payments, J.H. Brech LLC has not declared a default as of the date of this Report.
	.  As of March 31, 2015 and December 31, 2014, the Company recorded an accrual of $ 52,198 for salary owed to Don Mark Dominey, a former officer. On February 21, 2012, Don Mark Dominey resigned as the Company’s Chief Executive Officer to facilitate the hiring of Darren C. Dunckel.  The Board then appointed Mr. Dunckel as Chief Executive Officer and Chairman of the Board.  There were no disagreements between Mr. Dominey and our Company that led to his resignation.

Note_6_Revolving_Line_of_Credi

Note 6 - Revolving Line of Credit - Related Party	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Long-term Debt [Text Block]	NOTE 6	REVOLVING LINE OF CREDIT – RELATED PARTY
	.
	On July 13, 2011, the Company entered into an 8% revolving line of credit with J.H. Brech LLC, a related party, to provide access to funding for its operations up to $500,000.  As of March 31, 2015 and December 31, 2014 we owed $485,925 and $300,806, respectively and accrued interest of $41,375 and $34,002, respectively.  Funding under this line of credit was in abeyance until December 2013.  The Company received $185,119 in advances under the line of credit during the three months ended March 31, 2015.  In the meantime, management is evaluating other, short-term, related party financing, although as of the date of this Report, no definitive agreements have been entered into for any additional financing.
	Interest is payable at 8% per annum on the outstanding principal amount due under the revolving line of credit and is payable semi-annually on June 30 and December 31 of each year commencing June 30, 2011.  The principal and any accrued but unpaid interest was due on July 13, 2014.  At our sole discretion, we can pay the interest in shares of our common stock valued as follows:
	●	if our common stock is not listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the Pink Sheets, interest shares are valued at the greater of $0.50 per share or the fair market value as determined in good faith by us based upon the most recent arms-length transaction, or
	●	if our common stock is listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the OTC Markets Group (formerly, the Pink Sheets), interest shares will be valued at the greater of (A) the closing price of our common stock on the trading day immediately preceding the date the interest payment is due and payable, or (B) the average closing price of the common stock for the five trading days immediately preceding the date the interest payment is due and payable.
	We may prepay the note at any time without penalty.  Upon an event of default, J.H. Brech LLC has the right to accelerate the note.  Events of default include:
	●	our failure to pay the interest and principal when due;
	●	a default by us under the terms of the note;
	●	appointment of a receiver, filing of a bankruptcy provision, a judgment or levy against our company exceeding $50,000 or a default under any other indebtedness exceeding $50,000;
	●	a liquidation of our company or a sale of all or substantially all of our assets; or
	●	a change of control of our company as defined in the note.
	On August 28, 2014, the Company executed a First Letter of Addendum and First Amendment to the revolving line of credit which provided for the conversion of all or any part of the outstanding principal and unpaid principal and/or interest of the revolving line of credit into the Company’s common stock at a conversion price of $0.25 per share.
	Although this note is past due and we have not made the contractual payments, J.H. Brech LLC has not declared a default as of the date of this Report. See note 9.

Note_7_Common_Stock

Note 7 - Common Stock	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	NOTE 7	COMMON STOCK
	.
	On February 12, 2015, the Company sold 25,000 shares of common stock to an accredited investor for $25,000 in cash. The shares were issued on May 13, 2015.
	On March 19, 2015, 60,000 shares of common stock valued at $36,000 were issued to Brett Lyons pursuant to an agreement for Mr. Lyons to serve as director of the Company.
	On March 19, 2015, 100,000 shares of common stock valued at $60,000 were issued to Pt Platinum Consulting, LLC for accounting services.
	On March 19, 2015, 93,351 shares of common stock valued at $56,011 were issued to Christopher Roberts IR pursuant to an agreement for Mr. Roberts to provide an effective investor outreach and communications strategy.
	On March 19, 2015, the Company converted $94,809 of legal invoices that were included in accounts payable to 200,000 shares of common stock. The fair value of the common stock approximated $120,000 and the Company recognized a loss on the conversion of $25,191.

Note_8_Commitments_and_Conting

Note 8 - Commitments and Contingencies	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	NOTE 8	COMMITMENTS AND CONTINGENCIES.
	.
	Management is not aware of any pending or threatened litigation involving the Company.

Note_9_Subsequent_Events

Note 9 - Subsequent Events	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 9	SUBSEQUENT EVENTS
	.
	On May 1, 2014, J.H. Brech LLC converted $96,640 of the outstanding principle of 8% revolving line of credit outstanding revolver and $44,610 of the accrued and unpaid interest into 565,000 common shares. The shares were issued on May 13, 2014.

Significant_Accounting_Policie

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Interim Accounting, Policy [Policy Text Block]	Interim Accounting
	The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.
	The Company's 10-K for the year ended December 31, 2014, filed on April 30, 2015, should be read in conjunction with this Report.
Reclassification, Policy [Policy Text Block]	Reclassifications
	Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.
Basis of Accounting, Policy [Policy Text Block]	Accounting Basis
	These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and Cash Equivalents
	For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less.
Fair Value of Financial Instruments, Policy [Policy Text Block]	Fair Value of Financial Instruments
	The accounting guidance establishes a fair value hierarchy based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflect the Company's own assumptions of market participant valuation (unobservable inputs). A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value:
	•	Level 1—Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
	•	Level 2—Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; or
	•	Level 3—Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement.
	The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate the Company's or the counterparty's non-performance risk is considered in determining the fair values of liabilities and assets, respectively.
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]	Stock Compensation
	The Company follows FASB Accounting Standards Codification ASC 718
	Stock Compensation
	for share based payments to employees.  The Company follows FASB Accounting Standards Codification 505 for share based payments to Non-Employees.
Earnings Per Share, Policy [Policy Text Block]	Earnings (Loss) per Share
	The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.
Dividends, Policy [Policy Text Block]	Dividends
	Common Stock
	The Company has not adopted any policy regarding payment of dividends on its common stock. No common stock dividends have been paid during the periods shown.
	Preferred stock
	The Series B Convertible Preferred Stock issuable pursuant to the transaction that closed on November 10, 2014 has a cumulative quarterly dividend of $0.125 per share, payable thirty days after the end of each fiscal quarter. The dividend is prorated for the portion of the quarter that the shares are outstanding. The Company sought to file the certificate of designation of the Series B Convertible Preferred Stock (“Series B Certificate of Designation”) with Texas’ Secretary of State in November 2014; however, the Company was recently informed by Texas’ Secretary of State that the filing in November 2014 was rejected. The Company recently re-submitted the filing of the Series B Certificate of Designation and it became effective on April 30, 2015. Notwithstanding the aforementioned event, and given the unfortunate rejection of the initial filing, the Company agreed to accumulate dividends for the Series B Convertible Preferred Stock as of the closing date of the Kriz transaction. The cumulative dividends for the Series B Convertible Preferred Stock were $48,573 as of March 31, 2015 and $17,323 as of December 31, 2014. The dividends have not been declared or paid.
Income Tax, Policy [Policy Text Block]	Income Taxes
	The Company provides for income taxes in accordance with ASC 740 –
	Income Taxes
	.  ASC 740 requires the use of an asset and liability approach in accounting for income taxes.
	ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.
Advertising Costs, Policy [Policy Text Block]	Advertising
	The Company expenses advertising as incurred. The advertising since inception has been $0.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition, Policy [Policy Text Block]	Revenue and Cost Recognition
	The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
New Accounting Pronouncements, Policy [Policy Text Block]	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
	In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

Note_1_Nature_of_Operations_Ba1

Note 1 - Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Textual) (USD $)	3 Months Ended	12 Months Ended	167 Months Ended	0 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2015	Nov. 10, 2014
Dividends, Common Stock	$0	$0
Advertising Expense			0
Dividends, Preferred Stock	31,250
Series B Convertible Preferred Stock [Member] | Quarterly Dividend [Member]
Preferred Stock, Dividends, Per Share, Cash Paid				$0.13
Series B Convertible Preferred Stock [Member]
Dividends, Preferred Stock	$48,573	$17,323

Note_2_Going_Concern_Details_T

Note 2 - Going Concern (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Net Income (Loss) Attributable to Parent	($473,846)	($14,965)
Net Income (Loss) Available to Common Stockholders, Basic	-505,096	-14,965
Retained Earnings (Accumulated Deficit)	($3,031,692)		($2,557,846)

Note_3_Acquisitions_and_Acquis1

Note 3 - Acquisitions and Acquisition Agreements (Details Textual) (USD $)	Nov. 20, 2014	Feb. 18, 2015	Sep. 23, 2014	Oct. 31, 2014
James D. Sellah, Esq. [Member] | J.H. Brech LLC [Member]
Due from Related Parties	$25,000
James D. Sellah, Esq. [Member]
Assets Purchased Under Receivership, Second Earnest Money Not Deposited		75,000
Assets Purchased Under Receivership First Earnest Money Claimed by Opposing Party		25,000
Asset Purchase Agreement, Purchase Price of Assets to be Acquired	1,536,971.75
Asset Purchase Agreement, Amount to be Deposited as Earnest Money	75,000
Asset Purchase Agreement, Minimum Value of Tangible Assets	37,500
Carey Kriz [Member] | Preferred Stock [Member]
Shares Issuable for Acquisition of Intellectual Property			200,000
Carey Kriz [Member] | Convertible Preferred Stock [Member]
Shares Issuable for Acquisition of Intellectual Property				250,000
Shares Issuable for Acquisition of Intellectual Property, Value				$865,000

Note_4_Notes_Payable_Related_P1

Note 4 - Notes Payable - Related Party (Details Textual) (Convertible Notes Payable [Member], Barbara J. Smith [Member], USD $)	Mar. 31, 2015	Dec. 31, 2014
Convertible Notes Payable [Member] | Barbara J. Smith [Member]
Debt Instrument, Face Amount	$11,846
Debt Instrument, Interest Rate, Stated Percentage	6.50%
Debt Instrument, Convertible, Conversion Price	$0.25
Interest Payable, Current	$8,868	$8,674

Note_5_Related_Party_Transacti1

Note 5 - Related Party Transactions (Details Textual) (USD $)	Mar. 31, 2015	Dec. 31, 2014	Mar. 29, 2010	Aug. 07, 2014
Don Mark Dominey [Member] | Former Officer [Member]
Accrued Salaries	$52,198	$52,198
J.H. Brech LLC [Member] | Convertible Notes Payable [Member]
Debt Instrument, Face Amount			143,733
Debt Instrument, Interest Rate, Stated Percentage			6.00%
Interest Payable, Current	$47,633	$41,112
J.H. Brech LLC [Member] | First Letter of Addendum and First Amendment [Member]
Debt Instrument, Convertible, Conversion Price			$0.50	$0.25

Note_6_Revolving_Line_of_Credi1

Note 6 - Revolving Line of Credit - Related Party (Details Textual) (Revolving Credit Facility [Member], J.H. Brech LLC [Member], USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Aug. 28, 2014	Jul. 13, 2011
Revolving Credit Facility [Member] | J.H. Brech LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage				8.00%
Line of Credit Facility, Maximum Borrowing Capacity				$500,000
Long-term Line of Credit, Noncurrent	485,925	300,806
Interest Payable	41,375	34,002
Proceeds from Lines of Credit	185,119
Debt Instrument, Covenant, Interest Paid in Common Stock, Share Price				$0.50
Debt Instrument, Covenant, Minimum Amount of Judgment or Levy Triggering Default				50,000
Debt Instrument, Covenant, Minimum Amount of Other Indebtedness Triggering Default				50,000
Conversion Price Post Amendment			$0.25

Note_7_Common_Stock_Details_Te

Note 7 - Common Stock (Details Textual) (USD $)	3 Months Ended	0 Months Ended
	Mar. 31, 2015	13-May-15	Feb. 12, 2015	Mar. 19, 2015
Proceeds from Issuance of Common Stock	$25,000
Gains (Losses) on Extinguishment of Debt	-25,191
An Accredited Investor [Member] | Common Stock [Member]
Stock Issued During Period, Shares, New Issues		25,000
An Accredited Investor [Member]
Common Stock, Shares Subscribed but Unissued			25,000
Proceeds from Issuance of Common Stock			25,000
Mr Lyons [Member] | Common Stock [Member]
Stock Issued During Period, Shares, Issued for Services				60,000
Stock Issued During Period, Value, Issued for Services				36,000
Pt Platinum Consulting LLC [Member] | Common Stock [Member]
Stock Issued During Period, Shares, New Issues				100,000
Stock Issued During Period, Value, Issued for Services				60,000
Christopher Roberts IR [Member] | Common Stock [Member]
Stock Issued During Period, Shares, Issued for Services				93,351
Stock Issued During Period, Value, Issued for Services				56,011
Common Stock [Member] | Accounts Payable [Member]
Debt Conversion, Converted Instrument, Shares Issued				200,000
Debt Conversion, Converted Instrument, Amount				120,000
Accounts Payable [Member]
Debt Conversion, Original Debt, Amount				94,809
Gains (Losses) on Extinguishment of Debt				($25,191)

Note_9_Subsequent_Events_Detai

Note 9 - Subsequent Events (Details Textual) (Subsequent Event [Member], USD $)	0 Months Ended
	13-May-15
Line of Credit [Member]
Debt Conversion, Original Debt, Amount	$96,640
Debt Conversion, Original Debt, Interest Rate of Debt	8.00%
Accrued and Unpaid Interest [Member]
Debt Conversion, Original Debt, Amount	$44,610
Common Stock [Member]
Debt Conversion, Converted Instrument, Shares Issued	565,000