Digital Locations (DLOC) 10-Q12 Nov 142014 Q3 Quarterly reportFinancial data

Company Profile

Document_And_Entity_Informatio

Document And Entity Information	9 Months Ended
Document And Entity Information	Sep. 30, 2014	Nov. 14, 2014
Document And Entity Information	'	'
Entity Registrant Name	'Carbon Sciences, Inc.,	'
Entity Central Index Key	'0001407878	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	231,337,534
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2014	'

Condensed_Balance_Sheets

Condensed Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
CURRENT ASSETS:	'	'
Cash	$15,399	$11,382
Prepaid expenses	111,726	3,758
Total current assets	127,125	15,140
PROPERTY AND EQUIPMENT, NET	599	1,182
OTHER ASSETS - Patents	1,784	1,784
Total assets	129,508	18,106
CURRENT LIABILITIES:	'	'
Accounts payable	187,056	217,418
Accrued expenses and other current liabilities	5,780	11,137
Accrued interest, notes payable	113,373	64,340
Derivative liability	16,187,664	2,811,962
Convertible notes payable, net of beneficial conversion feature of $0 and $8,849, respectively	166,500	157,651
Convertible notes payable, net of discount of $41,466 and $226,445, respectively	532,217	492,904
Total current liabilities	17,192,590	3,755,412
LONG-TERM LIABILITIES:	'	'
Convertible notes payable, net of discount of $364,359	111,641	'
Convertible note payable	25,000	25,000
Total long-term liabilities	136,641	25,000
Total liabilities	17,329,231	3,780,412
STOCKHOLDERS' DEFICIT:	'	'
Preferred stock, $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding	'	'
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 212,093,388 and 72,134,930 shares issued and outstanding	212,095	72,135
Additional paid-in capital	11,168,533	10,614,891
Deficit accumulated during the development stage	-28,580,351	-14,449,332
Total stockholders' deficit	-17,199,723	-3,762,306
Total liabilities and stockholders' deficit	$129,508	$18,106

Condensed_Balance_Sheets_Paren

Condensed Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Preferred Stock, par or stated value	$0.00	$0.00
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred Stock, shares issued	'	'
Preferred Stock, shares outstanding	'	'
Common Stock, par or stated value	$0.00	$0.00
Common Stock, shares authorized	1,000,000,000	1,000,000,000
Common Stock, shares issued	212,093,388	72,134,930
Common Stock, shares outstanding	212,093,388	72,134,930
Convertible promissory notes, beneficial conversion feature	$0	$8,849
Convertible Notes, Current	'	'
Convertible promissory notes discount	41,466	226,445
Convertible Notes, Non-Current	'	'
Convertible promissory notes discount	$364,359	'

Condensed_Statements_of_Operat

Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
Condensed Statements of Operations (Unaudited) (USD $)	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement	'	'	'	'
REVENUE	'	'	'	'
OPERATING EXPENSES:	'	'	'	'
General and administrative	88,763	109,412	342,217	386,624
Research and development	96,932	0	96,932	439
Depreciation and amortization	69	340	583	2,068
Total operating expenses	185,764	109,752	439,732	389,131
LOSS FROM OPERATIONS	-185,764	-109,752	-439,732	-389,131
OTHER INCOME (EXPENSE):	'	'	'	'
Rental income	3,000	4,500	13,500	11,250
Gain (loss) on settlement of debt	75,056	-7,948	95,168	-35,484
Gain on forgiveness of debt	0	0	0	20,000
Gain (loss) on change in derivative liability	-15,024,829	-1,161,630	-13,370,439	-1,398,776
Interest expense	-185,630	-145,597	-429,516	-493,281
Total other income (expense)	-15,132,403	-1,310,675	-13,691,287	-1,896,291
LOSS BEFORE INCOME TAXES	-15,318,167	-1,420,427	-14,131,019	-2,285,422
PROVISION FOR INCOME TAXES	'	'	'	'
NET LOSS	($15,318,167)	($1,420,427)	($14,131,019)	($2,285,422)
NET LOSS PER SHARE, BASIC AND DILUTED	($0.09)	($0.05)	($0.10)	($0.11)
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED	179,930,753	28,999,533	135,142,096	21,450,601

Condensed_Statements_of_Cash_F

Condensed Statements of Cash Flows (USD $)	9 Months Ended
Condensed Statements of Cash Flows (USD $)	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net loss	($14,131,019)	($2,285,422)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Depreciation and amortization	583	2,068
Stock compensation cost	28,426	96,580
(Gain) loss on settlement of debt	-95,168	35,484
Gain on forgiveness of debt	0	-20,000
Notes payable issued for services	'	66,150
Amortization of debt discount and beneficial conversion feature recorded to interest expense	347,879	443,855
Loss on change in derivative liability	13,370,439	1,398,776
Changes in assets and liabilities:	'	'
Increase in prepaid expenses	-107,968	2,312
Increase (decrease) in:	'	'
Accounts payable	-30,362	40,204
Accrued expenses and other current liabilities	101,799	39,833
NET CASH USED IN OPERATING ACTIVITIES	-515,391	-180,160
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Patent expenditures	'	-200
NET CASH USED IN INVESTING ACTIVITIES	'	-200
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Proceeds from notes payable	'	11,000
Proceeds from convertible notes payable	594,000	170,380
Repayment of advances and notes payable	-74,592	'
NET CASH PROVIDED BY FINANCING ACTIVITIES	519,408	181,380
NET INCREASE IN CASH	4,017	1,020
CASH, BEGINNING OF THE PERIOD	11,382	14,257
CASH, END OF THE PERIOD	$15,399	$15,277

1_Basis_of_Presentation_and_Go

1. Basis of Presentation and Going Concern	9 Months Ended
1. Basis of Presentation and Going Concern	Sep. 30, 2014
Notes	'
1. Basis of Presentation and Going Concern	'
	1. BASIS OF PRESENTATION AND GOING CONCERN

	Basis of Presentation
	The accompanying unaudited condensed financial statements of Carbon Sciences, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 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 normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information refer to the financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2013.

	Going Concern
	The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate any revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, raising additional capital. The Company has obtained funds from its shareholders since its inception, and believes this funding will continue, and is also actively seeking new investors. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core of business.

2_Summary_of_Significant_Accou

2. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2014
Notes	'
2. Summary of Significant Accounting Policies	'
	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

	Revenue Recognition
	The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has had no operating revenues and is in the development stage.

	Cash and Cash Equivalents
	The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

	Income (Loss) per Share Calculations
	The Company adopted the accounting pronouncement for income (loss) per share, which dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the three months and nine months ended September 30, 2014 and 2013.

	Stock-Based Compensation
	Share based payments applies to transactions in which an entity exchanges its equity instruments for goods or services, and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We follow a fair value approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option.

	Fair Value of Financial Instruments
	Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2014 and December 31, 2013, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities.

	We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) as of January 1, 2008 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

	Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

		·	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

		·	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

		·	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2014 and December 31, 2013:

		Total	Level 1	Level 2	Level 3
	September 30, 2014:
	Derivative liability	$16,187,664	-	-	$16,187,664
	Convertible notes payable, net	532,217	-	-	532,217
	Long-term convertible notes payable, net	111,641	-	-	111,641

	Total liabilities measured at fair value	$16,831,522	-	-	$16,831,522

	December 31, 2013:
	Derivative liability	$2,811,962	$-	$-	$2,811,962
	Convertible notes payable, net of discount	492,904	-	-	492,904

	Total liabilities measured at fair value	$3,304,866	-	-	$3,304,866



	Derivative Liability

	We estimate the fair value of the derivative for the conversion feature of our convertible notes payable using the Black-Scholes pricing model at the inception of the debt, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount and a gain or loss on change in derivative liability as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, and variable conversion prices based on market prices as defined in the respective loan agreements. These inputs are subject to significant changes from period to period; therefore, the estimated fair value of the derivative liability will fluctuate from period to period and the fluctuation may be material.

	Recently Issued Accounting Pronouncements

	In June 2014, the Financial Accounting Standards Board (“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 amendments in this Update remove the financial statement distinction between development stage entities and other reporting entities from U.S. generally accepted accounting principles (“GAAP”). In addition, the amendments eliminate the requirements for development stage entities to: (1) present inception-to-date information in the statements of income, cash flows and shareholder equity; (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged; and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

	For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company adopted the provisions of ASU No. 2014-10 during its third fiscal quarter ended September 30, 2014.

	In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this Update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not determined the impact of the future adoption of the provisions of ASU No. 2014-15 on its financial statements.


	Reclassifications

	Certain amounts in the condensed financial statements for the three months and nine months ended September 30, 2013 have been reclassified to conform to the presentation for the three months and nine months ended September 30, 2014.

3_Capital_Stock

3. Capital Stock	9 Months Ended
3. Capital Stock	Sep. 30, 2014
Notes	'
3. Capital Stock	'
	3. CAPITAL STOCK

	At September 30, 2014, the Company’s authorized stock consisted of 1,000,000,000 shares of common stock, par value $0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, par value $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares.

	During the nine months ended September 30, 2014, the Company issued a total of 139,958,458 shares of common stock at fair value as follows: 133,958,458 shares in conversion of $197,166 of convertible promissory notes, plus accrued interest payable of $8,500 and 6,000,000 shares in payment of accrued expenses of $49,623. In connection with the debt conversion, the Company increased additional paid-in capital by $481,593, reduced the derivative liability by $461,745 and debt discount by $39,904, and recognized a gain of $11,953 on conversion of the notes.

4_Stock_Options_Warrants_and_R

4. Stock Options, Warrants and Restricted Stock Awards	9 Months Ended
	Sep. 30, 2014
Notes	'
4. Stock Options, Warrants and Restricted Stock Awards	'
	4. STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK AWARDS

	Stock Options

	As of September 30, 2014, the Board of Directors of the Company granted non-qualified stock options exercisable for a total of 14,100,000 shares of common stock to its employees, officers, and consultants. Stock-based compensation cost is measured at the grant date based on the value of the award granted using the Black-Scholes option pricing model, and recognized over the period in which the award vests, which is generally 25 months. Stock-based compensation expense included in general and administrative expense was $9,690 and $15,405 for the three months ended September 30, 2014 and 2013, respectively and $28,426 and $96,580 for the nine months ended September 30, 2014 and 2013, respectively. As of September 30, 2014, unrecognized stock-based compensation expense was approximately $36,000.

	A summary of the Company’s stock option awards as of September 30, 2014, and changes during the nine months then ended is as follows:

				Weighted Average
			Weighted	Remaining
			Average	Contract Term
		Shares	Exercise Price	(Years)

	Outstanding at December 31, 2013	14,100,000	$0.02
	Granted	-	-
	Exercised	-	-
	Forfeited or expired	-	-

	Outstanding at September 30, 2014	14,100,000	$0.02	5.97

	Exercisable at September 30, 2014	6,820,000	$0.03	5.96

	Warrants

	As of September 30, 2014 and December 31, 2013, the Company had 460,000 common stock purchase warrants outstanding, with an exercise price of $0.50 per share and expiring on various dates in 2017 and 2018.

	Restricted Stock Awards

	On September 12, 2013 and as amended on October 24, 2013, two consultants were each granted restricted stock awards for 15,000,000 shares of the Company’s common stock (the “RSAs”). The shares vest upon reaching certain defined milestones related to the Company’s development and construction of a gas-to-liquid plant.

	During the nine months ended September 30, 2014, a total of 6,000,000 shares under the RSAs vested and were issued with a total compensation estimated at $49,623, calculated using the market price of the Company’s common stock on the date of vesting.

5_Convertible_Notes_Payable

5. Convertible Notes Payable	9 Months Ended
	Sep. 30, 2014
Notes	'
5. Convertible Notes Payable	'
	5. CONVERTIBLE NOTES PAYABLE

	Institutional Lender

	We entered into three securities purchase agreements with an institutional lender on July 8, 2013, September 16, 2013, and January 6, 2014 for the issuance of three 8% convertible promissory notes in the principal amounts of $42,500, $32,500 and $63,000, respectively. The notes are convertible into shares of our common stock at a price equal to a variable conversion price of 58% multiplied by a defined market price, representing a discount of 42%. The market price was defined as the average of the lowest three trading prices for our common stock during a ten trading day period ending on the latest complete trading day prior to the conversion date.

	During the nine months ended September 30, 2014, the July 8, 2013 note was fully converted into shares of our common stock, extinguishing a total of $42,500 in principal and $1,700 in accrued interest. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $15,399.

	During the nine months ended September 30, 2014, the September 16, 2013 note was fully converted into shares of our common stock, extinguishing a total of $32,500 in principal and $1,300 in accrued interest. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $19,973.

	During the nine months ended September 30, 2014, the January 6, 2014 note was partially converted into shares of our common stock, extinguishing a total of $16,325 in principal. We paid in cash the remaining $46,675 in principal and $18,325 in interest and early payment penalties.

	We recorded a debt discount of $63,000 related to the conversion feature of the January 6, 2014 note, along with a derivative liability at inception. During the nine months ended September 30, 2014, amortization of the debt discount was recorded in the amount of $63,000.

	Securities Purchase Agreement - $299,212

	Effective October 24, 2013, the remaining principal balance of certain convertible promissory notes totaling $291,443 and accrued interest of $7,769 were combined in a new 10% convertible promissory note, which matured on October 24, 2014 and which had an aggregate principal balance of $282,462 at December 31, 2013 (the “299,212 Note”). The note is convertible into shares of our common stock at a conversion price equal to (a) the lesser of $0.006 per share or (b) 50% of the lowest trade price recorded on any trade date after the effective date, or (c) the lowest effective price per share granted to any person after the effective date. During the nine months ended September 30, 2014, a total of $41,750 principal and $5,500 accrued interest were converted into shares of our common stock, resulting in a principal balance of $240,712 payable at September 30, 2014.

	Securities Purchase Agreements - Services of $244,452

	On December 31, 2012, we entered into convertible promissory notes with three individuals in exchange for services rendered in the aggregate amount of $244,452, including $185,852 with the Chairman of our Board of Directors and our former Chief Executive Officer. We entered into securities purchase agreements for the sale of 5% convertible promissory notes in the principal amount of $244,452, which are convertible into shares of our common stock at a conversion price equal to the lesser of $0.20 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The notes mature two years from their effective dates, or on December 31, 2014, and totaled $244,452 at September 30, 2014. We recorded a debt discount of $237,742 related to the conversion feature of the notes, along with a derivative liability at inception. During the nine months ended September 30, 2014, total amortization of debt discount was recorded in the amount of $89,000, resulting in a remaining debt discount of $31,958 at September 30, 2014.

	Securities Purchase Agreement - $100,000

	On February 22, 2013, we entered into a securities purchase agreement for the sale of 10% convertible promissory notes in the aggregate principal amount of $100,000. During 2013, we received advances totaling $40,000. The advance amounts received are at the lender’s discretion. The notes are convertible into shares of our common stock at a price equal to a variable conversion price of the lesser of $0.09 per share or fifty percent (50%) of the lowest trade price recorded after the effective date. The notes were to mature one year from their effective date. We recorded a debt discount of $40,000 related to the beneficial conversion feature of the notes. The notes had an aggregate balance of $40,000 at September 30, 2014. During the nine months ended September 30, 2014, the balance of the debt discount of $8,849 was amortized to interest expense. We were in default on the notes at September 30, 2014, and are in discussions with the lender to extend the maturity date of the notes.

	Securities Purchase Agreement - $335,000

	On February 27, 2013, we entered into a securities purchase agreement for the sale of 10% convertible promissory notes in aggregate principal amount of $335,000 with a 10% Original Issue Discount (OID) of $35,000 (the “$335,000 SPA”). The advance amounts received are at the lender’s discretion. Upon execution of the note, a note with a total principal of $36,406 was issued. The note had an original issue discount of $4,313 and included a transfer of $2,137 principal and $4,957 accrued interest. We recorded a debt discount of $25,403 related to the conversion feature of the note and the original issue discount, along with a derivative liability at inception. The note had a balance of $25,122 at December 31, 2013. During the nine months ended September 30, 2014, the note was fully converted into shares of our common stock, extinguishing a total of $25,122 in principal. During the nine months ended September 30, 2014, the remaining debt discount of $2,137 was amortized to interest expense.

	On December 10, 2013, we received proceeds of $25,000 pursuant to the $335,000 SPA, with an original issue discount of $4,313 for total principal owed of $29,313. We recorded a debt discount of $29,313 related to the conversion feature of the note and the original issue discount, along with a derivative liability at inception. The note had a balance of $29,313 at December 31, 2013. During the nine months ended September 30, 2014, the note was partially converted into shares of our common stock, extinguishing a total of $27,188 in principal and resulting in a principal balance of $2,125 at September 30, 2014. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $27,283, resulting in a remaining discount of $343 at September 30, 2014.


	On February 20, 2014, we received proceeds of $30,000 pursuant to the $335,000 SPA, with an original issue discount of $5,175 for total principal owed of $35,175. We recorded a debt discount of $35,175 related to the conversion feature of the note and the original issue discount, along with a derivative liability at inception. During the nine months ended September 30, 2014, the note was partially converted into shares of our common stock, extinguishing a total of $11,781 in principal and resulting in a principal balance of $23,394 at September 30, 2014. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $26,010, resulting in a remaining discount of $9,165 at September 30, 2014.

	On June 25, 2014, we received proceeds of $25,000 pursuant to the $335,000 SPA, with an original issue discount of $2,917 for total principal owed of $27,917. During the nine months ended September 30, 2014, the note principal was fully paid in cash. We recorded a debt discount of $27,917 related to the conversion feature of the note and the original issue discount, along with a derivative liability at inception. During the nine months ended September 30, 2014, the debt discount was fully amortized.

	If the notes issued under the $335,000 SPA are repaid before 90 days, the interest rate will be zero percent (0%), otherwise a one-time interest rate of five percent (5%) will be applied to the principal sums outstanding. The notes are convertible into shares of our common stock at a price equal to the lesser of $0.72 or 70% of the lowest trading price in the 25 trading days prior to the conversion. The notes mature one year from the effective date of each advance.

	Securities Purchase Agreement – Accounts Payable of $29,500

	On March 14, 2013, we entered into a 5% convertible promissory note in the principal amount of $29,500 in exchange for accounts payable in the amount of $29,500, which is convertible into shares of our common stock at a conversion price equal to the lesser of $0.15 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The note matures two years from its effective date, or March 14, 2015, and had a balance payable of $29,500 at September 30, 2014.

	Securities Purchase Agreement - $97,000

	On May 29, 2013, we exchanged $97,000 in demand promissory notes for convertible promissory notes pursuant to a securities purchase agreement for the sale of a 10% convertible promissory note in the aggregate principal amount of $97,000. The note is convertible into shares of our common stock at a price equal to a conversion price of the lesser of $0.028 per share or fifty percent (50%) of the lowest trade price recorded after the effective date. The note matured six months from the effective date, and had a balance payable of $97,000 at September 30, 2014. We were in default on the note at September 30, 2014, and are in discussions with the lender to extend the maturity date of the note.

	Securities Purchase Agreement – Services of $25,000

	On June 4, 2013, we entered into a 5% convertible promissory note in the principal amount of $25,000 with a member of our Board of Directors in exchange for services rendered in the amount of $25,000, which is convertible into shares of common stock of the Company at a conversion price equal to the lesser of $0.035 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The note matures three years from its effective date, or June 4, 2016, and had a balance payable of $25,000 at September 30, 2014.

	Securities Purchase Agreement - $5,000 Exchanged Note

	On September 6, 2013, we exchanged a $5,000 promissory note for a convertible promissory note pursuant to a securities purchase agreement for the sale of a 10% convertible promissory note in the aggregate principal amount of $5,000. The note is convertible into shares of our common stock at a price equal to a conversion price of the lesser of $0.0042 per share or fifty percent (50%) of the lowest trade price recorded after the effective date. The note matured on June 30, 2014, is currently in default, and had a balance of $5,000 at September 30, 2014. During the nine months ended September 30, 2014, the remaining debt discount of $1,459 was amortized to interest expense.

	Securities Purchase Agreement - $250,000

	On October 8, 2012, we entered into to a securities purchase agreement for the sale of 10% convertible promissory notes in aggregate principal amount of $250,000 (the $250,000 SPA”). The advance amounts received are at the lender’s discretion. The notes are convertible into shares of our common stock at a price equal to the lesser of $0.006 or 50% of the lowest trade price subsequent to the effective date of the note and prior to the conversion. The notes mature six months from the effective date of each advance.

	The lender previously advanced a total of $11,000 in August and September 2013 that was transferred to the $250,000 SPA. We recorded a debt discount of $11,000 along with a derivative liability upon transfer. The note had a balance of $11,000 at September 30, 2014. During the nine months ended September 30, 2014, the remaining debt discount of $5,863 was amortized to interest expense. We were in default on the note at September 30, 2014, and are in discussions with the lender to extend the maturity date of the note.

	On October 21, 2013, we received proceeds of $22,000 pursuant to the $250,000 SPA. We recorded a debt discount of $22,000 along with a derivative liability at inception. The note had a balance of $22,000 at September 30, 2014. During the nine months ended September 30, 2014, the remaining debt discount of $13,418 was amortized to interest expense. We were in default on the note at September 30, 2014, and are in discussions with the lender to extend the maturity date of the note.

On November 22, 2013, we received proceeds of $25,000 pursuant to the $250,000 SPA. We recorded a debt discount of $25,000 along with a derivative liability at inception. The note had a balance of $25,000 at September 30, 2014. During the nine months ended September 30, 2014, the remaining debt discount of $19,613 was amortized to interest expense. We were in default on the note at September 30, 2014, and are in discussions with the lender to extend the maturity date of the note.

Securities Purchase Agreement - $500,000

On April 18, 2014, we entered into a securities purchase agreement for the sale of 10% convertible promissory notes in aggregate principal amount of $500,000 (the “$500,000 SPA”). The advance amounts received are at the lender’s discretion. The notes are convertible into shares of our common stock at a price per share equal to the lesser of: $0.003; 50% of the lowest trade price subsequent to the effective date of the note and prior to the conversion; or the lowest effective price per share granted to any person or entity to acquire common stock subsequent to the effective date of the note. The notes mature eighteen months from the effective date of each advance.

On April 18, 2014, we received proceeds of $60,000 pursuant to the $500,000 SPA, which balance was payable at September 30, 2014. We recorded a debt discount of $44,824 related to the conversion feature of the note, along with a derivative liability at inception. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $13,496, resulting in a remaining discount of $31,328 at September 30, 2014.

On May 20, 2014, we received proceeds of $45,000 pursuant to the $500,000 SPA, which balance was payable at September 30, 2014. We recorded a debt discount of $41,796 related to the conversion feature of the note, along with a derivative liability at inception. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $10,125, resulting in a remaining discount of $31,671 at September 30, 2014.

On June 30, 2014, we received proceeds of $200,000 pursuant to the $500,000 SPA, which balance was payable at September 30, 2014. We recorded a debt discount of $185,728 related to the conversion feature of the note, along with a derivative liability at inception. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $31,181, resulting in a remaining discount of $154,547 at September 30, 2014.

On July 18, 2014, we received proceeds of $25,000 pursuant to the $500,000 SPA, which balance was payable at September 30, 2014. We recorded a debt discount of $23,277 related to the conversion feature of the note, along with a derivative liability at inception. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $3,137, resulting in a remaining discount of $20,140 at September 30, 2014.

On August 6, 2014, we received proceeds of $65,000 pursuant to the $500,000 SPA, which balance was payable at September 30, 2014. We recorded a debt discount of $60,634 related to the conversion feature of the note, along with a derivative liability at inception. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $6,074, resulting in a remaining discount of $54,560 at September 30, 2014.

On August 18, 2014, we received proceeds of $25,000 pursuant to the $500,000 SPA, which balance was payable at September 30, 2014. We recorded a debt discount of $23,342 related to the conversion feature of the note, along with a derivative liability at inception. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $1,828, resulting in a remaining discount of $21,514 at September 30, 2014.

On September 9, 2014, we received proceeds of $56,000 pursuant to the $500,000 SPA, which balance was payable at September 30, 2014. We recorded a debt discount of $52,621 related to the conversion feature of the note, along with a derivative liability at inception. During the nine months ended September 30, 2014, amortization of debt discount was recorded in the amount of $2,020, resulting in a remaining discount of $50,601 at September 30, 2014

For purpose of estimating the fair market value of the derivative liability, we used the Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative liability at September 30, 2014 are as follows:



Stock price on the valuation date	$0.01
Conversion price for the debt	$0.00045 - $0.00091
Dividend yield	0.00%
Years to maturity	0.19 – 1.50
Risk free rate	0.36% - 0.02 %
Expected volatility	154.91% - 355.77 %
The value of the derivative liability balance at September 30, 2014 was $16,187,664. These assumptions are subject to significant changes and market fluctuations from period to period; therefore, the estimated fair value of the derivative liability will fluctuate from period to period and the fluctuation may be material. Based on the assumptions used to estimate the fair value of the derivate liability at September 30, 2014 and assuming all lenders convert the notes payable at the September 30, 2014 conversion prices, the Company would have insufficient authorized shares of common stock to complete the debt conversions.

The total gain on settlement of debt related to the conversion of notes payable into shares of our common stock was $75,056 and $95,168 for the three months and nine months ended September 30, 2014, respectively.

6_Supplemental_Statement_of_Ca

6. Supplemental Statement of Cash Flows Information	9 Months Ended
6. Supplemental Statement of Cash Flows Information	Sep. 30, 2014
Notes	'
6. Supplemental Statement of Cash Flows Information	'
	6. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

	During the nine months ended September 30, 2014 and 2013, the Company paid no amounts for income taxes.

	During the nine months ended September 30, 2014 and 2013, the Company paid interest of $18,805 and $4,109, respectively.

	During the nine months ended September 30, 2014, the Company had the following non-cash investing and financing activities:

	The Company issued a total of 133,958,458 shares of common stock in conversion of $197,166 in convertible notes payable, plus $8,500 of accrued interest payable, increasing common stock by $133,960, increasing additional paid-in capital by $481,593, decreasing debt discount by $39,904 and decreasing derivative liability by $461,745.

	The Company increased debt discount and derivative liability by $550,222 for the issuance of new convertible debt.

	The Company issued a total of 6,000,000 shares of common stock, which vested pursuant to RSAs, in payment of accrued expenses of $49,623, increasing common stock by $6,000 and additional paid-in capital of $43,623.

	During the nine months ended September 30, 2013, the Company had the following non-cash investing and financing activities.

	The Company issued a total of 35,332,924 shares of common stock in conversion of $163,918 in convertible notes payable, plus $3,673 of accrued interest, increasing common stock by $35,333, increasing additional paid-in capital by $336,257, decreasing derivative liability by $35,002, and decreasing derivative liability by $239,001.

	The Company exchanged demand notes for convertible promissory notes in the amount of $97,000.

	The Company exchanged notes payable of $71,620 for convertible notes payable.

	The Company issued 592,780 shares of common stock pursuant to a price protection clause in a prior year agreement to issue shares for cash, increasing common stock and decreasing additional paid-in capital by $593.

	The Company increased additional paid-in capital and decreased accrued interest, notes payable by $7,175 to record the contribution of related party accrued interest to capital.

	The Company increased additional paid-in capital and beneficial conversion feature by $138,951 for the beneficial conversion feature related to new notes and decreased additional paid-in capital by $15,571, increased derivative liability by $6,585 and decreased debt discount by $8,986.

	The Company issued convertible notes payable for accounts payable of $29,500.

	The Company issued notes payable for accounts payable of $40,470.

	The Company decreased convertible notes payable and increased additional paid-in capital by $15,000 for the note contributed to capital.

7_Related_Party_Transactions

7. Related Party Transactions	9 Months Ended
7. Related Party Transactions	Sep. 30, 2014
Notes	'
7. Related Party Transactions	'
	7. RELATED PARTY TRANSACTIONS

	See Note 5 for discussion of convertible notes payable to related parties, including many lenders who are also shareholders of the Company.

	On December 12, 2012, we entered into a convertible note with the Chairman of our Board of Directors and our former Chief Executive Officer in exchange for services valued at $185,852. The principal balance of this related party note was $185,852 as of September 30, 2014 and December 31, 2013, with accrued interest payable of $16,243 and $9,293 as of September 30, 2014 and December 31, 2013, respectively.

	On June 4, 2013, we entered into a convertible note with a member of our Board of Directors in exchange for services valued at $25,000. As of September 30, 2014 and December 31, 2013, the principal balance of this related party note was $25,000, with accrued interest payable of $1,654 and $719 as of September 30, 2014 and December 31, 2013, respectively.

8_Research_Agreement

8. Research Agreement	9 Months Ended
8. Research Agreement	Sep. 30, 2014
Notes	'
8. Research Agreement	'
	8. RESEARCH AGREEMENT

	On June 18, 2014, the Company entered into a Sponsored Research Agreement (the “SRA”) with the University of California, Santa Barbara campus (“University”), pursuant to which the University will perform research work for the mutual benefit of the University and the Company. The purpose of the SRA includes the development of a low-cost and scalable method to produce large-area graphene for transparent electrode applications. The term of the SRA commenced on July 1, 2014 and will expire on June 30, 2015. The total cost to the Company will not exceed $387,730, as determined on a cost-reimbursement basis. Payment of the total cost is payable in installments as follows:
	$200,000 on or before July 1, 2014
	$62,577 on October 1, 2014
	$62,577 On January 1, 2015
	$62,576 on April 1, 2015
	The Company amortizes the payments over the life of the contract. As September 30, 2014, $103,068 was included in prepaid expenses related to the contract.

9_Subsequent_Events

9. Subsequent Events	9 Months Ended
9. Subsequent Events	Sep. 30, 2014
Notes	'
9. Subsequent Events	'
	9. SUBSEQUENT EVENTS

	Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following:

	On October 1, 2014, we made the second payment of $62,577 due under the SRA discussed in Note 8.

	Effective October 1, 2014, we entered into a convertible promissory note for an aggregate principal amount of $500,000. Each payment of consideration under the note is convertible into shares of our common stock at a price per share equal to the lesser of: $0.003; 50% of the lowest trade price subsequent to the effective date of the note and prior to the conversion; or the lowest effective price per share granted to any person or entity to acquire common stock subsequent to the effective date of the note. Each payment of consideration is payable eighteen months from the effective date of each advance and bears interest at the rate of 10% per annum. We received advances under the note of $65,000 on October 1, 2014 and $24,000 on October 9, 2014.

	On October 21, 2014, we issued 4,500,000 shares of our common stock to a lender in conversion of debt principal of $13,230 of a convertible promissory note dated December 10, 2013, pursuant to the $335,000 SPA and discussed in Note 5.

	On October 31, 2014, we issued 4,179,762 shares of our common stock to a lender in conversion of debt principal of $12,289 of a convertible promissory note dated December 10, 2013, pursuant to the $335,000 SPA discussed in Note 5.

	On October 31, 2014, we issued 10,564,384 shares of our common stock to a lender in conversion of debt principal of $4,000 and accrued interest payable of $754, pursuant to the $299,212 Note discussed in Note 5.

	On October 24, 2014, we were in default on the remaining balance due under to the $299,212 Note discussed in Note 5. We are in discussions with the lender to extend the maturity date of the note.

2_Summary_of_Significant_Accou1

2. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
Revenue Recognition	'
	Revenue Recognition
	The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has had no operating revenues and is in the development stage.
Cash and Cash Equivalents	'
	Cash and Cash Equivalents
	The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Income (loss) Per Share Calculations	'
	Income (Loss) per Share Calculations
	The Company adopted the accounting pronouncement for income (loss) per share, which dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the three months and nine months ended September 30, 2014 and 2013.
Stock-based Compensation	'
	Stock-Based Compensation
	Share based payments applies to transactions in which an entity exchanges its equity instruments for goods or services, and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We follow a fair value approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option.
Fair Value of Financial Instruments	'
	Fair Value of Financial Instruments
	Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2014 and December 31, 2013, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities.

	We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) as of January 1, 2008 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

	Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

		·	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

		·	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

		·	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2014 and December 31, 2013:

		Total	Level 1	Level 2	Level 3
	September 30, 2014:
	Derivative liability	$16,187,664	-	-	$16,187,664
	Convertible notes payable, net	532,217	-	-	532,217
	Long-term convertible notes payable, net	111,641	-	-	111,641

	Total liabilities measured at fair value	$16,831,522	-	-	$16,831,522

	December 31, 2013:
	Derivative liability	$2,811,962	$-	$-	$2,811,962
	Convertible notes payable, net of discount	492,904	-	-	492,904

	Total liabilities measured at fair value	$3,304,866	-	-	$3,304,866


Derivative Liability	'
	Derivative Liability

	We estimate the fair value of the derivative for the conversion feature of our convertible notes payable using the Black-Scholes pricing model at the inception of the debt, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount and a gain or loss on change in derivative liability as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, and variable conversion prices based on market prices as defined in the respective loan agreements. These inputs are subject to significant changes from period to period; therefore, the estimated fair value of the derivative liability will fluctuate from period to period and the fluctuation may be material.
Recently Issued Accounting Pronouncements	'
	Recently Issued Accounting Pronouncements

	In June 2014, the Financial Accounting Standards Board (“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 amendments in this Update remove the financial statement distinction between development stage entities and other reporting entities from U.S. generally accepted accounting principles (“GAAP”). In addition, the amendments eliminate the requirements for development stage entities to: (1) present inception-to-date information in the statements of income, cash flows and shareholder equity; (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged; and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

	For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company adopted the provisions of ASU No. 2014-10 during its third fiscal quarter ended September 30, 2014.

	In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this Update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not determined the impact of the future adoption of the provisions of ASU No. 2014-15 on its financial statements.

Reclassifications	'
	Reclassifications

	Certain amounts in the condensed financial statements for the three months and nine months ended September 30, 2013 have been reclassified to conform to the presentation for the three months and nine months ended September 30, 2014.

2_Summary_of_Significant_Accou2

2. Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Fair Value Measurements, Assets and Liabilities, Recurring (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules	'
Fair Value Measurements, Assets and Liabilities, Recurring	'

		Total	Level 1	Level 2	Level 3
	September 30, 2014:
	Derivative liability	$16,187,664	-	-	$16,187,664
	Convertible notes payable, net	532,217	-	-	532,217
	Long-term convertible notes payable, net	111,641	-	-	111,641

	Total liabilities measured at fair value	$16,831,522	-	-	$16,831,522

	December 31, 2013:
	Derivative liability	$2,811,962	$-	$-	$2,811,962
	Convertible notes payable, net of discount	492,904	-	-	492,904

	Total liabilities measured at fair value	$3,304,866	-	-	$3,304,866

4_Stock_Options_Warrants_and_R1

4. Stock Options, Warrants and Restricted Stock Awards: Schedule of Share-based Compensation, Stock Options, Activity (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules	'
Schedule of Share-based Compensation, Stock Options, Activity	'

				Weighted Average
			Weighted	Remaining
			Average	Contract Term
		Shares	Exercise Price	(Years)

	Outstanding at December 31, 2013	14,100,000	$0.02
	Granted	-	-
	Exercised	-	-
	Forfeited or expired	-	-

	Outstanding at September 30, 2014	14,100,000	$0.02	5.97

	Exercisable at September 30, 2014	6,820,000	$0.03	5.96

5_Convertible_Notes_Payable_Fa

5. Convertible Notes Payable: Fair Value Inputs, Liabilities, Quantitative Information (Tables)	9 Months Ended
	Sep. 30, 2014
Tables/Schedules	'
Fair Value Inputs, Liabilities, Quantitative Information	'


	Stock price on the valuation date	$0.01
	Conversion price for the debt	$0.00045 - $0.00091
	Dividend yield	0.00%
	Years to maturity	0.19 – 1.50
	Risk free rate	0.36% - 0.02 %
	Expected volatility	154.91% - 355.77 %

2_Summary_of_Significant_Accou3

2. Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Fair Value Measurements, Assets and Liabilities, Recurring (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Liabilities, Fair Value Disclosure, Recurring	$16,831,522	$3,304,866
Fair Value, Inputs, Level 1	'	'
Liabilities, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 2	'	'
Liabilities, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 3	'	'
Liabilities, Fair Value Disclosure, Recurring	16,831,522	3,304,866
Derivative Financial Instruments, Liabilities	'	'
Liabilities, Fair Value Disclosure, Recurring	16,187,664	2,811,962
Derivative Financial Instruments, Liabilities \| Fair Value, Inputs, Level 1	'	'
Liabilities, Fair Value Disclosure, Recurring	0	0
Derivative Financial Instruments, Liabilities \| Fair Value, Inputs, Level 2	'	'
Liabilities, Fair Value Disclosure, Recurring	0	0
Derivative Financial Instruments, Liabilities \| Fair Value, Inputs, Level 3	'	'
Liabilities, Fair Value Disclosure, Recurring	16,187,664	2,811,962
Convertible notes payable	'	'
Liabilities, Fair Value Disclosure, Recurring	532,217	492,904
Convertible notes payable \| Fair Value, Inputs, Level 1	'	'
Liabilities, Fair Value Disclosure, Recurring	0	0
Convertible notes payable \| Fair Value, Inputs, Level 2	'	'
Liabilities, Fair Value Disclosure, Recurring	0	0
Convertible notes payable \| Fair Value, Inputs, Level 3	'	'
Liabilities, Fair Value Disclosure, Recurring	532,217	492,904
Long-term convertible notes payable, net	'	'
Liabilities, Fair Value Disclosure, Recurring	111,641	'
Long-term convertible notes payable, net \| Fair Value, Inputs, Level 1	'	'
Liabilities, Fair Value Disclosure, Recurring	0	'
Long-term convertible notes payable, net \| Fair Value, Inputs, Level 2	'	'
Liabilities, Fair Value Disclosure, Recurring	0	'
Long-term convertible notes payable, net \| Fair Value, Inputs, Level 3	'	'
Liabilities, Fair Value Disclosure, Recurring	$111,641	'

3_Capital_Stock_Details

3. Capital Stock (Details) (USD $)	3 Months Ended		9 Months Ended
3. Capital Stock (Details) (USD $)	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Common Stock, shares authorized	1,000,000,000	'	1,000,000,000	'	1,000,000,000
Common Stock Par Value	$0.00	'	$0.00	'	$0.00
Preferred Stock, shares authorized	20,000,000	'	20,000,000	'	20,000,000
Preferred Stock Par Value	$0.00	'	$0.00	'	$0.00
Stock Issued During Period, Value, payment of accrued expenses	'	'	$49,623	'	'
Increase (Decrease) in Derivative Liabilities	'	'	'	-35,002	'
Increase Decrease in Debt Discount for the Period	'	'	-39,904	'	'
Gain (loss) on settlement of debt	75,056	-7,948	95,168	-35,484	'
Principal	'	'	'	'	'
Debt Conversion, Original Debt, Amount	'	'	197,166	163,918	'
Increase (Decrease) in Derivative Liabilities	'	'	-461,745	'	'
Gain (loss) on settlement of debt	'	'	11,953	'	'
Accrued Interest	'	'	'	'	'
Debt Conversion, Original Debt, Amount	'	'	8,500	3,673	'
Common stock	'	'	'	'	'
Stock Issued During Period, Shares, Total	'	'	139,958,458	'	'
Debt Conversion, Converted Instrument, Shares Issued	'	'	133,958,458	35,332,924	'
Stock Issued During Period, Shares, payment of accrued expenses	'	'	6,000,000	'	'
Stock Issued During Period, Value, payment of accrued expenses	'	'	6,000	'	'
Stock Issued During Period, Value, Conversion of Convertible Securities	'	'	'	35,333	'
Additional Paid-in Capital	'	'	'	'	'
Stock Issued During Period, Value, payment of accrued expenses	'	'	43,623	'	'
Stock Issued During Period, Value, Conversion of Convertible Securities	'	'	$481,593	$336,257	'

4_Stock_Options_Warrants_and_R2

4. Stock Options, Warrants and Restricted Stock Awards (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Dec. 31, 2013
Options, Outstanding	14,100,000	'	14,100,000	14,100,000
Fair Value Assumptions, Method Used	'	'	'Black-Scholes option pricing model	'
Award Vesting Period	'	'	'25 months	'
Class of Warrant, Outstanding	460,000	'	460,000	'
Class of Warrant, Exercise Price	$0.50	'	$0.50	'
Employee Stock Option	'	'	'	'
Stock Based Compensation Cost Not yet Recognized	$36,000	'	$36,000	'
Restricted Stock	'	'	'	'
Non-Option Equity Instruments, Granted	'	'	15,000,000	'
Equity Instruments Other than Options, Vested in Period, Fair Value	'	'	49,623	'
Restricted Stock \| Common stock	'	'	'	'
Equity Instruments Other than Options, Vested in Period	'	'	6,000,000	'
General and Administrative Expense	'	'	'	'
Allocated Share-based Compensation Expense	$9,690	$15,405	$28,426	$96,580

4_Stock_Options_Warrants_and_R3

4. Stock Options, Warrants and Restricted Stock Awards: Schedule of Share-based Compensation, Stock Options, Activity (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Details	'
Outstanding, Beginning Balance	14,100,000
Outstanding, Weighted Average Exercise Price, Beginning Balance	$0.02
Granted	0
Granted, Weighted Average Exercise Price	$0
Exercised	0
Exercised, Weighted Average Exercise Price	$0
Forfeited or expired	0
Forfeited or expired, Weighted Average Exercise Price	$0
Outstanding, Ending Balance	14,100,000
Outstanding, Weighted Average Exercise Price, Ending Balance	$0.02
Outstanding, Weighted Average Remaining Contractual Term	'5 years 11 months 19 days
Exercisable	6,820,000
Exercisable, Weighted Average Exercise Price	$0.03
Exercisable, Weighted Average Remaining Contract Term	'5 years 11 months 16 days

5_Convertible_Notes_Payable_De

5. Convertible Notes Payable (Details) (USD $)

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 16, 2013

Sep. 30, 2014

Jan. 06, 2014

Sep. 30, 2014

Jul. 08, 2013

Dec. 12, 2012

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Oct. 24, 2013

Sep. 30, 2014

Oct. 24, 2013

Sep. 30, 2014

Dec. 31, 2012

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2012

Sep. 30, 2014

Dec. 31, 2013

Feb. 27, 2013

Sep. 30, 2014

Mar. 31, 2014

Dec. 31, 2013

Dec. 10, 2013

Sep. 30, 2014

Mar. 31, 2014

Feb. 20, 2014

Sep. 30, 2014

Jun. 25, 2014

Mar. 31, 2014

Sep. 30, 2014

Mar. 14, 2013

Sep. 30, 2014

29-May-13

Sep. 30, 2014

Jun. 04, 2013

Sep. 30, 2014

Sep. 06, 2013

Sep. 30, 2014

Oct. 08, 2013

Oct. 08, 2012

Sep. 30, 2014

Oct. 08, 2013

Sep. 30, 2014

Oct. 21, 2013

Sep. 30, 2014

Nov. 22, 2013

Sep. 30, 2014

Apr. 18, 2014

Sep. 30, 2014

Apr. 18, 2014

Sep. 30, 2014

20-May-14

Sep. 30, 2014

Jun. 30, 2014

Sep. 30, 2014

Jul. 18, 2014

Sep. 30, 2014

Aug. 06, 2014

Sep. 30, 2014

Aug. 18, 2014

Sep. 30, 2014

Sep. 09, 2014

Principal

Accrued Interest

Convertible Promissory Note 1a

Convertible Promissory Note 1b

Convertible Promissory Note 1

Convertible Promissory Note

Convertible Promissory Note 2

Convertible Promissory Note 3

Convertible Promissory Note 4

Convertible Promissory Note 5

Convertible Promissory Note 6

Convertible Promissory Note 7

Convertible Promissory Note 8

Convertible Promissory Note 9

Convertible Promissory Note 10

Convertible Promissory Note 11

Convertible Promissory Note 12

Convertible Promissory Note 13

Convertible Promissory Note 14

Principal

Accrued Interest

Principal

Interest

Board of Directors Chairman

Principal

Accrued Interest

Principal

Accrued Interest

Board of Directors Chairman

Principal

Original Issue Discount

Principal

Advance 1

Advance 2

Advance 3

Advance 1

Advance 2

Advance 3

Advance 4

Advance 5

Advance 6

Advance 7

Board of Directors Chairman

Debt Instrument, Interest Rate, Stated Percentage

8.00%

10.00%

5.00%

10.00%

5.00%

10.00%

5.00%

10.00%

Debt Instrument, Face Amount

$32,500

$63,000

$42,500

$185,852

$16,243

$9,293

$282,462

$291,443

$7,769

$244,452

$185,852

$100,000

$335,000

$29,313

$35,175

$27,917

$29,500

$97,000

$25,000

$5,000

$250,000

$11,000

$22,000

$25,000

$500,000

$60,000

$45,000

$200,000

$25,000

$65,000

$25,000

$56,000

Debt Instrument, Convertible, Terms of Conversion Feature

'The notes are convertible into shares of our common stock at a price equal to a variable conversion price of 58% multiplied by a defined market price, representing a discount of 42%. The market price was defined as the average of the lowest three trading prices for our common stock during a ten trading day period ending on the latest complete trading day prior to the conversion date.

'The note is convertible into shares of our common stock at a conversion price equal to (a) the lesser of $0.006 per share or (b) 50% of the lowest trade price recorded on any trade date after the effective date, or (c) the lowest effective price per share granted to any person after the effective date.

'convertible into shares of our common stock at a conversion price equal to the lesser of $0.20 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion.

'The notes are convertible into shares of our common stock at a price equal to a variable conversion price of the lesser of $0.09 per share or fifty percent (50%) of the lowest trade price recorded after the effective date.

'If the notes issued under the $335,000 SPA are repaid before 90 days, the interest rate will be zero percent (0%), otherwise a one-time interest rate of five percent (5%) will be applied to the principal sums outstanding. The notes are convertible into shares of our common stock at a price equal to the lesser of $0.72 or 70% of the lowest trading price in the 25 trading days prior to the conversion. The notes mature one year from the effective date of each advance.

'The note is convertible into shares of our common stock at a price equal to a conversion price of the lesser of $0.028 per share or fifty percent (50%) of the lowest trade price recorded after the effective date.

'convertible into shares of common stock of the Company at a conversion price equal to the lesser of $0.035 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion.

'The note is convertible into shares of our common stock at a price equal to a conversion price of the lesser of $0.0042 per share or fifty percent (50%) of the lowest trade price recorded after the effective date.

'The advance amounts received are at the lender’s discretion. The notes are convertible into shares of our common stock at a price equal to the lesser of $0.006 or 50% of the lowest trade price subsequent to the effective date of the note and prior to the conversion.

'The notes are convertible into shares of our common stock at a price per share equal to the lesser of: $0.003; 50% of the lowest trade price subsequent to the effective date of the note and prior to the conversion; or the lowest effective price per share granted to any person or entity to acquire common stock subsequent to the effective date of the note.

Debt Conversion, Original Debt, Amount

197,166

163,918

8,500

3,673

32,500

1,300

16,325

42,500

1,700

41,750

5,500

25,122

27,188

11,781

Amortization of debt discount and beneficial conversion feature recorded to interest expense

347,879

443,855

19,973

63,000

15,399

89,000

8,849

2,137

27,283

26,010

1,459

5,863

13,418

19,613

13,496

10,125

31,181

3,137

6,074

1,828

2,020

Repayments of Convertible Debt

46,675

18,325

Convertible promissory notes discount

63,000

31,958

237,742

40,000

25,403

343

29,313

9,165

27,917

22,000

25,000

31,328

44,824

31,671

41,796

154,547

185,728

20,140

23,277

54,560

60,634

21,514

23,342

50,601

52,621

Debt Instrument, Maturity Date

24-Oct-14

31-Dec-14

14-Mar-15

Convertible notes payable, net of beneficial conversion feature of $0 and $8,849, respectively

166,500

157,651

240,712

40,000

36,406

25,122

2,125

29,313

23,394

29,500

97,000

25,000

5,000

11,000

22,000

25,000

Proceeds from notes payable

11,000

40,000

25,000

30,000

25,000

Original issue discount percent

10.00%

Original issue discount

35,000

4,313

5,175

2,917

Derivative liability

16,187,664

2,811,962

Gain (loss) on settlement of debt

$75,056

($7,948)

$95,168

($35,484)

$11,953

5_Convertible_Notes_Payable_Fa1

5. Convertible Notes Payable: Fair Value Inputs, Liabilities, Quantitative Information (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Stock price on the valuation date	$0.01
Dividend yield	0.00%
Minimum	'
Conversion price for the debt	$0.00
Years to maturity	'2 months 8 days
Risk free rate	0.36%
Expected volatility	154.91%
Maximum	'
Conversion price for the debt	$0.00
Years to maturity	'1 year 6 months
Risk free rate	0.02%
Expected volatility	355.77%

6_Supplemental_Statement_of_Ca1

6. Supplemental Statement of Cash Flows Information (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Income Taxes Paid	$0	$0
Interest Paid	18,805	4,109
Increase Decrease in Debt Discount for the Period	-39,904	'
Increase (Decrease) in Derivative Liabilities	'	-35,002
Stock Issued During Period, Value, payment of accrued expenses	49,623	'
Convertible Promissory Note	'	'
Debt Conversion, Converted Instrument, Amount	'	97,000
Contribution Of Related Party Accrued Interest To Capital	'	'
Contribution of accrued interest to capital	'	7,175
Issuance Of New Notes During Period	'	'
Increase Decrease in Debt Discount for the Period	'	-8,986
Increase (Decrease) in Derivative Liabilities	'	6,585
Increase or (decrease) during the reporting period in additional paid in capital in relation to beneficial conversion features.	'	138,951
Increase (decrease) during the reporting period of additional paid in capital	'	-15,571
Note Contributed To Capital	'	'
Debt Instrument, Increase (Decrease), Net	'	15,000
Convertible Notes, Non-Current	'	'
Increase (Decrease) in Derivative Liabilities	550,222	'
Principal	'	'
Debt Conversion, Original Debt, Amount	197,166	163,918
Increase (Decrease) in Derivative Liabilities	-461,745	'
Accrued Interest	'	'
Debt Conversion, Original Debt, Amount	8,500	3,673
Exchange for Convertible Notes Payable	'	'
Notes Issued	71,620	'
Exchange For Accounts Payable 1	'	'
Notes Issued	'	29,500
Exchange For Accounts Payable 2	'	'
Notes Issued	'	40,470
Common stock	'	'
Debt Conversion, Converted Instrument, Shares Issued	133,958,458	35,332,924
Stock Issued During Period, Value, Conversion of Convertible Securities	'	35,333
Stock Issued During Period, Value, payment of accrued expenses	6,000	'
Issuance of common stock pursuant to price protection agreement, shares	'	592,780
Common stock \| Restricted Stock	'	'
Equity Instruments Other than Options, Vested in Period	6,000,000	'
Additional Paid-in Capital	'	'
Stock Issued During Period, Value, Conversion of Convertible Securities	481,593	336,257
Stock Issued During Period, Value, payment of accrued expenses	43,623	'
Issuance of common stock pursuant to price protection agreement, shares	'	($593)

7_Related_Party_Transactions_D

7. Related Party Transactions (Details) (USD $)

Sep. 30, 2014

Dec. 31, 2013

Jul. 08, 2013

Dec. 12, 2012

Sep. 30, 2014

Dec. 31, 2013

Oct. 24, 2013

Jun. 04, 2013

Sep. 30, 2014

Dec. 31, 2013

Convertible Promissory Note 1

Convertible Promissory Note 2

Board of Directors Chairman

Principal

Accrued Interest

Director

Principal

Accrued Interest

Principal

Debt Instrument, Face Amount

$42,500

$185,852

$16,243

$9,293

$282,462

$291,443

$7,769

$25,000

Accrued interest, notes payable

$113,373

$64,340

$1,654

$719

8_Research_Agreement_Details

8. Research Agreement (Details) (USD $)	9 Months Ended
8. Research Agreement (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Sponsored Research Agreement Total Cost	$387,730	'
Sponsored Research Agreement Payment Schedule Description	'$200,000 on or before July 1, 2014 $62,577 on October 1, 2014 $62,577 On January 1, 2015 $62,576 on April 1, 2015	'
Prepaid expenses	111,726	3,758
Research and Development Expense	'	'
Prepaid expenses	$103,068	'

9_Subsequent_Events_Details

9. Subsequent Events (Details) (USD $)

9 Months Ended

0 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Feb. 27, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Oct. 24, 2013

Sep. 30, 2014

Oct. 24, 2013

Oct. 09, 2014

Oct. 01, 2014

Oct. 31, 2014

Oct. 21, 2014

Oct. 31, 2014

Oct. 21, 2014

Oct. 31, 2014

Principal

Accrued Interest

Common stock

Convertible Promissory Note 5

Convertible Promissory Note 2

Subsequent Event

Principal

Accrued Interest

Convertible Promissory Note 15

Convertible Promissory Note 5

Convertible Promissory Note 2

Common stock

Principal

Accrued Interest

Common stock

Payments to Acquire in Process Research and Development

$62,577

Debt Instrument, Face Amount

335,000

282,462

291,443

7,769

500,000

335,000

299,212

Debt Instrument, Convertible, Terms of Conversion Feature

'convertible into shares of our common stock at a price per share equal to the lesser of: $0.003; 50% of the lowest trade price subsequent to the effective date of the note and prior to the conversion; or the lowest effective price per share granted to any person or entity to acquire common stock subsequent to the effective date of the note.

Debt Instrument, Interest Rate, Stated Percentage

10.00%

Proceeds from notes payable

11,000

24,000

65,000

Debt Conversion, Converted Instrument, Shares Issued

133,958,458

35,332,924

4,179,762

4,500,000

10,564,384

Debt Conversion, Original Debt, Amount

$197,166

$163,918

$8,500

$3,673

$25,122

$41,750

$5,500

$12,289

$13,230

$4,000

$754