Epoxy (EPXY) 10-Q/A 21 May 15 2014 Q3 Quarterly report (amended) Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 19, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Epoxy, Inc.
Entity Central Index Key	1428816
Amendment Flag	TRUE
Amendment Description	Amendment No. 1
Current Fiscal Year End Date	-19
Document Type	10-Q
Document Period End Date	30-Sep-14
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		176,594,122

Consolidated_Balance_Sheets_Un

Consolidated Balance Sheets (Unaudited) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current
Cash	$132,238	$30,467
Accounts receivable	880	2,330
Total Current Assets	133,118	32,797
Trademark and Patent, net	7,695	7,695
Total Assets	140,813	40,492
Current
Accounts payable and accrued liabilities	75,252	64,401
Loan payable	32,000	63,573
Convertible notes, net of unamortized discount	27,833
Derivative liabilities	790,961	23,790
Total Current Liabilities	926,046	151,764
Convertible notes, net of unamortized discount	2,329	19,190
Total Liabilities	928,375	170,954
STOCKHOLDERS' DEFICIT
Common Stock, $0.00001 par value; authorized: 480,000,000 shares, 173,094,122 and 168,824,707 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively	1,731	1,688
Additional paid-in capital	-312,470	152,689
Accumulated deficit	-477,074	-285,090
Total Stockholders' Deficit	-787,562	-130,462
Total Liabilities and Stockholders' Deficit	140,813	40,492
Series A Preferred shares
STOCKHOLDERS' DEFICIT
Preferred Stock	251	251
Series B Preferred shares
STOCKHOLDERS' DEFICIT
Preferred Stock

Consolidated_Balance_Sheets_Un1

Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Preferred stock par value (in Dollars per share)	$0.00	$0.00
Common stock par value (in Dollars per share)	$0.00	$0.00
Common stock, shares authorized	480,000,000	480,000,000
Common stock, shares issued	173,094,122	168,824,707
Common stock, shares outstanding	173,094,122	168,824,707
Series A Preferred shares
Preferred stock, shares authorized	35,000,000	35,000,000
Preferred stock, shares issued	25,080,985	25,080,985
Preferred stock, shares outstanding	25,080,985	25,080,985
Series B Preferred shares
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]
Revenue	$10,632	$6,600	$18,366	$11,800
Operating Expenses
Professional fees	16,559		44,523	6,972
Software development expenses	9,960	13,327	24,136	32,307
Consulting fee	29,741	12	52,696	10,460
Financing costs	54,750		54,750
General and administrative expenses	18,662	2,128	37,254	28,262
Total operating expenses	129,672	15,467	213,359	78,001
Loss from operations	-119,040	-8,867	-194,993	-66,201
Other Income (Expenses):
Gain (Loss) on change in fair value of derivative liabilities	198,268		181,541
Loss on extinguishment of debt	-88,185		-88,185
Loss on debt settlement	-32,619		-32,619
Interest expenses	-6,006		-15,441
Accretion of discount on convertible notes	-27,615		-42,287
Total other expenses	43,843		3,009
Net loss	($75,197)	($8,867)	($191,984)	($66,201)
Net loss per share - basic and diluted	$0	$0	$0	$0
Weighted average shares outstanding - basic and diluted	171,206,155	24,514,319	169,835,793	24,514,319

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from Operating Activities
Net loss	($191,984)	($66,201)
Adjustments to reconcile net loss to net cash used in operations:
Shares issued for financing costs	24,000
Loss on extinguishment of debt	88,185
Loss on debt settlement	32,619
(Gain)/loss on change in fair value of derivative liabilities	-181,541
Accretion of discounts on convertible notes	42,287
Imputed interest	3,905
Foreign exchange in loan payable	-1,001
Changes in operating assets and liabilities:
Accounts receivables	1,450	-1,500
Accounts payable	10,851	-13,499
Net cash used in operating activities	-171,229	-81,200
Cash flows from Financing Activities
Proceeds from sale of common stock	28,000
Proceeds from convertible notes	225,000
Proceeds from loan payable	20,000	81,532
Net cash provided by financing activities	273,000	81,532
Increase (decrease) in cash during the period	101,771	332
Cash, beginning of period	30,467	492
Cash, end of period	132,238	824
Cash paid for:
Interest	2,986
Income taxes
Non-Cash Transactions
Shares and warrants reclassified as derivative liability	40,517
Debt discount on convertible debt due to beneficial conversion feature	125,000
Debt discount due to derivative	219,500
Derivative liability due to tainting of amended convertible notes	769,729
Shares issued for the settlement of debt	$83,192

Description_of_Business_and_Ba

Description of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2014
Description of Business and Basis of Presentation [Abstract]
Description of business and basis of presentation	Note 1 – Description of business and basis of presentation
	Organization and nature of business
	Neohydro Technologies Corp. (the “Company”) was incorporated in the State of Nevada on November 13, 2007 as Rioridge Resources Corp. On July 22, 2008, the Company changed its name to Neohydro Technologies Corp.
	On August 1, 2014, the Company’s name changed from NeoHydro Technologies Corp. to Epoxy, Inc.  in regard to actions taken on May 23, 2014, when the Board of Directors of the Company (the “Board”) approved, and recommended to the Majority Stockholders that they approve the Name Change. On May 27, 2014, the Majority Stockholders approved the Name Change by written consent in lieu of a meeting, in accordance with Nevada law. On August 4, 2014, the Company submitted the Name Change to FINRA for their review and approval, as well as the approval of a symbol change from NHYT to EPXY.   The Company filed an amendment to our Articles of Incorporation with the Secretary of State of Nevada changing our name to Epoxy, Inc. effective on August 1, 2014.
	The Company, through its wholly owned subsidiary, Couponz, Inc., is the developer of Epoxy app, an application or "app" for iPhone iOS and Android operating systems. Epoxy is an innovative smart phone application designed and created to conveniently connect business owners and consumers in order to ease marketing frustrations. The mobile app gives loyal customers the ease of keeping track of rewards and punch cards all in one place while also giving opportunities to review and share businesses with friends. In turn, Epoxy provides businesses the ability to reward customers, share offers, and deliver information about special events with their customers.
	Financial Statements Presented
	The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 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 considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the nine month period ended September 30, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on April 15, 2014.
	Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

Going_Concern

Going Concern	9 Months Ended
	Sep. 30, 2014
Going Concern [Abstract]
Going Concern	Note 2 – Going Concern
	At September 30, 2014 and 2013, the Company had net losses of $191,984 and $66,201, respectively. The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources during 2014 based on its current operating plan and condition. The Company expects cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

Correction_of_an_Error

Correction of an Error	9 Months Ended
	Sep. 30, 2014
Correction of an Error [Abstract]
Correction of an error	Note 3 – Correction of an error
	During the preparation of the quarterly report for the period ended March 31, 2014, the Company discovered an immaterial error related to its December 31, 2013 balance sheet. The error related to the valuation of an embedded derivative liability, in which the derivative liability was calculated using the wrong number of shares exceeding our authorized (see Note 7). The resulting error totaled $13,824. Pursuant to the Securities and Exchange Commission’s SAB Topic 108, the company has corrected this error in the accompanying December 31, 2013 balance sheet.
	The following table reflects the amounts originally reported and as adjusted for each major caption of the balance sheet:
		31-Dec-13			31-Dec-13
		(As Adjusted)			(Original)
	Consolidated Balance Sheets:
	Derivative liabilities	$	23,790		$	37,614
	Total Liabilities	$	170,954		$	184,778
	Additional paid in capital	$	152,689		$	138,865
	Total stockholders' deficit	$	(130,462	)	$	(144,286	)
	Total liabilities and stockholders' deficit	$	40,492		$	40,492

Fair_Value_Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2014
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 4- Fair Value Measurements
	FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:
	Level 1 – Quoted prices in active markets for identical assets or liabilities.
	Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
	If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.
	The following table provides a summary of the fair value of our derivative liabilities as of September 30, 2014 and December 31, 2013:
		Fair value measurements on a recurring basis
		Level 1		Level 2		Level 3
	As of September 30, 2014:
	Liabilities
	Embedded derivative	$	-	$	-	$	790,961
	As of December 31, 2013:
	Liabilities
	Embedded derivative	$	-	$	-	$	23,790

Loans_Payable

Loans Payable	9 Months Ended
	Sep. 30, 2014
Loans Payable and Convertible Notes [Abstract]
Loans Payable	Note 5- Loans Payable
	During the month of July 2014 the Company entered into 5% one-year promissory notes for a total of $20,000 with arm’s length third parties.
	At September 30, 2014, the Company is indebted to related third parties for $20,000 (December 31, 2013 - $nil).
	On August 22, 2014, the Company settled the unrelated third party debt in the amount of $50,572 (including USD$26,650 and CAD$26,075) by way of the issuance of 2,528,600 shares of the Company’s common stock at $0.02 per share. The fair market value per share of the Company’s common stock was $0.0329. The Company recognized loss on the debt settlement in the amount of $32,619.
	At September 30, 2014, the Company is indebted to unrelated third parties for $12,000 (December 31, 2013 - $63,573 (including USD$38,650 and CAD$26,075)). The loan is non-interest bearing and is due on demand. During the nine months ended September 30, 2014, the Company recorded imputed interest of $3,905.

Convertible_Notes

Convertible Notes	9 Months Ended
	Sep. 30, 2014
Loans Payable and Convertible Notes [Abstract]
Convertible Notes	Note 6- Convertible Notes
	(1)	Convertible notes due on November 27, 2015:
	On November 27, 2012, the Company entered into certain convertible loan agreements with four (4) investors. The Company received a total of $125,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $125,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $nil. The carrying value will be accreted over the term of the convertible debentures up to its face value of total of $125,000.
	On August 1, 2014 the Company successfully amended the terms of certain convertible loan agreements with four (4) investors for a total of $125,000 due and payable on November 27, 2015 (ref: Note 6).  Under the amended terms, a total of $125,000 originally available for conversion into a total of 250,000,000 shares of common stock at $0.0005 per share has been amended to reflect a price of $0.005 per share for a total of 25,000,000 shares of common stock, if converted. The Company determined that the amended qualified as a substantial modification under ASC 470-60.
	The Company analyzed the conversion feature of above Convertible Notes for derivative accounting consideration under FASB ASC 470 and determined that the conversion feature did not create embedded derivatives.
	The Company analyzed the above amendment under ASC 470-60 and concluded that the amendment to the conversion terms qualified as a substantial modification and as such the unamortized discount of $88,183 was recorded as loss on extinguishment of debt. The Company recalculated the intrinsic value of the embedded beneficial conversion feature of $125,000 this has been recorded at the discount on the convertible note.  The carrying value will be accreted over the term of the convertible debentures up to its face value of total of $125,000.
	The carrying value of certain convertible notes is as follows:
			31-Dec-13			1-Aug-14			1-Aug-14			30-Sep-14
									Recalculation
	Face value of certain convertible notes		$	125,000		$	125,000		$	125,000		$	125,000
	Less: unamortized discount			(105,810	)		(88,183	)		(125,000	)		(122,671	)
	Carrying value		$	19,190			36,817		$	-		$	2,329
	As at September 30, 2014, the carrying values of the convertible debenture and accrued convertible interest thereon were $2,329 and $23,014, respectively.
	(2)	Convertible note due on August 22, 2015 and Convertible note due on April 16, 2015
	On August 22, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#1”). The Company received a total of $125,000 which bears interest at 8% per annum and is due on August 22, 2015. Interest shall accrue from the advancement date and shall be payable on August 22, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.
	On September 17, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#2). The Company received a total of $100,000 which bears interest at 10% per annum and is due on April 16, 2015. Interest shall accrue from the advancement date and shall be payable on April 16, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the lower of (1) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days to the date of conversion; or (2) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days before the date that this note was executed.
	In our evaluation of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. (See footnote 9 for derivative disclosure)
	Additionally, the Company evaluated the convertible notes in note 6 (1) above and concluded that these are tainted due to the variable conversion rate of the above the convertible notes and as such they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. (See footnote 9 for derivative disclosure)
			Commitment Date			30-Sep-14
	Expected dividends			0			0
	Expected volatility		218.59 ~ 219.26		%	215.76		%
	Expect term		0.59 ~ 1 years			0.54~0.89 years
	Risk free interest rate		0.1		%		0.03 ~ 0.11	%
	Amortization of the discount over the three month and nine month  period ended September 30, 2014 were $25,170 and $25,170 (September 30, 2013 - $nil), which amount has been recorded as interest expense and is reflected on the Company’s balance sheet as Convertible Note Liabilities, Net.  The unamortized discount of $194,330 associated with CN#1 and CN#2 will be expensed in future periods.

Common_Stock

Common Stock	9 Months Ended
	Sep. 30, 2014
Common stock [Abstract]
Common stock	Note 7 – Common stock
	On April 30, 2014, the Company the Company received the final $28,000 installment in respect of a funding agreement entered into on June 17, 2013 (ref: Note 10) for a total of $100,000.  The Company accepted a subscription for 933,333 shares of common stock at $0.03 per share for cash proceeds of $28,000 and the Company also agreed to issue a 2-year warrant entitling the holder to acquire an additional 93,333 and shares of common stock at an exercise price of $0.30 per share.
	On August 8, 2014 the Company agreed to issue 500,000 fully paid for and earned restricted shares of the Company’s common stock under an agent agreement with Carter, Terry & Company (“C&T”). The Company recorded $15,000 as financing costs, which was the fair market value of the shares on the agreement date.
	On August 22, 2014, the Company settled certain unrelated third party debt in the amount of $50,572 by way of the issuance of 2,528,600 shares of the Company’s common stock at $0.02 per share with a fair value of $83,192. The Company recognized loss on the debt settlement in the amount of $32,629.
	During the period ended September 30, 2014 the Company  agreed to issue a total of 307,482 restricted shares of the Company’s common stock under an agent agreement with C&T, which equal to the 4% of $225,000 capital raised divided by the closing price of the stock on the date of close.

Share_Purchase_Warrants

Share Purchase Warrants	9 Months Ended
	Sep. 30, 2014
Share Purchase Warrants [Abstract]
Share Purchase Warrants	Note 8 - Share Purchase Warrants
	During the nine month period ended September 30, 2014 the Company issued a 2-year warrant entitling the holders to acquire an additional 93,333 shares of common stock at an exercise price of $0.30 per share as part of Funding Agreement described below in Note 10.
	As September 30, 2014, the following share purchase warrants were outstanding:
		Warrants		Weighted Average Exercise Price
	Outstanding - December 31, 2013		856,667		0.12
	Granted		93,333		0.3
	Forfeited/Canceled		-		-
	Exercised		-		-
	Outstanding – September 30, 2014		950,000		0.14
	Exercisable – September 30, 2014		950,000		0.14

Derivative_Liabilities

Derivative Liabilities	9 Months Ended
	Sep. 30, 2014
Derivative Liabilities [Abstract]
Derivative Liabilities	Note 9- Derivative Liabilities
	(1)	Derivative liabilities from exceed authorized shares of common stock
	As of June 30, 2014, accordingly, given the fact that the Company currently has 480,000,000 shares of common stock authorized, the Company could exceed its authorized shares of common stock by approximately 4,743,836 shares (December 31, 2013 – 3,717,169 shares) if all of the financial instruments described in the table above were exercised or converted into shares of common stock. At June 30, 2014, 4,743,836 of these shares were in excess of the authorized shares and were accounted for as a derivative liability. The fair value of these 4,743,836 common shares was determined to be $51,708 ($23,790 as to 3,717,168 shares as of December 31, 2013) using the closing price of Epoxy’s common stock.
	On August 1, 2014 the Company successfully amended the terms of certain convertible loan agreements with four (4) investors for a total of $125,000 due and payable on November 27, 2015 (ref: Note 6).  Under the amended terms, a total of $125,000 originally available for conversion into a total of 250,000,000 shares of common stock at $0.0005 per share has been amended to reflect a price of $0.005 per share for a total of 25,000,000 shares of common stock, if converted. As such a total of $40,517 was reclassified from derivative liability to additional paid in capital. On August 22, 2014, the Company entered into a convertible loan agreement with an investor (the “CN#1”) see below (1) which the Company concluded that these are tainted due to the variable conversion rate of the below convertible notes and as such they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities.
	(2)	Derivative liabilities from convertible notes
	On August 22, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#1”). The Company received a total of $125,000 which bears interest at 8% per annum and is due on August 22, 2015. Interest shall accrue from the advancement date and shall be payable on August 22, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.
	On September 17, 2014, the Company entered into a convertible loan agreements with an investor (the “CN#2). The Company received a total of $100,000 which bears interest at 10% per annum and is due on April 16, 2015. Interest shall accrue from the advancement date and shall be payable on April 16, 2015. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the lower of (1) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days to the date of conversion; or (2) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days before the date that this note was executed.
	Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values.
	We estimated the fair value of the compound derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex compound derivate instruments.
	As a result of the application of ASC No. 815 in period ended September 30, 2014 and issue dates of August 22, 2014 and September 17, 2014; the fair value of the conversion feature is summarized as follows:
	Balance at December 31, 2013	23,790
	Debt discount	219,500
	Derivative addition due to the tainting of convertible notes	769,729
	Reclass of derivative to additional paid in capital	(40,517)
	September 30, 2014 gain on change in fair value	(181,541)
	Balance at September 30, 2014	790,961
	The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2014 and commitment date (August 22, 2014 and September 17, 2014):
			Commitment Date			30-Sep-14
	Expected dividends			0			0
	Expected volatility		218.59 ~ 219.26		%	215.76		%
	Expect term		0.59 ~ 1 years			0.54~0.89 years
	Risk free interest rate		0.1		%		0.03 ~ 0.11	%

Commitments

Commitments	9 Months Ended
	Sep. 30, 2014
Commitments [Abstract]
Commitments	Note 10 - Commitments
	On June 17, 2013, the Company entered into a Funding Agreement whereby an investor agreed to purchase $100,000 worth of shares of common stock of the Company at $0.03 per share within 90 days (which may be extended by consent of both parties to 120 days) and receive a 2-year warrant for an additional $100,000 worth of shares at $0.30 per share. As of September 30, 2014, the Company has received a total of $100,000 under the Funding Agreement towards the committed purchase value, and issued the shares subequent to September 30, 2014.
	On July 16, 2013 the Company entered into a second Funding Agreement whereby an investor agreed to purchase $17,000 worth of shares of common stock of the Company at $0.03 per share and receive a 2-year warrant for an additional $17,000 worth of shares at $0.03 per share. As of September 30, 2014, the Company had received $17,000 under the Funding Agreement and issued the shares subsequent to September 30, 2014.
	On August 8, 2014 the Company entered into an Agency Agreement (the “Agreement”) with Carter, Terry & Company (“C&T”) where under C&T will act as the Company’s exclusive Financial Advisor, Investment Bank and Placement Agent, on a "best efforts" basis for an initial period of 30 days, and then reverting to a non-exclusive financial advisor for the next twelve consecutive (12) months.  Under the terms of the Agreement, C&T will receive 500,000, fully paid for and earned restricted shares of the Company’s common stock, which shares were issued subsequent to September 30, 2014. In addition, in respect of any introductions those results in financing for the Company C&T shall receive fees as follows:
		a.	10% of the amount for any equity or hybrid equity capital raised up to $2,000,000
		b.	8% of the amount for any equity or hybrid equity capital raised up to $5,000,000
		c.	6% of the amount for any equity or hybrid equity capital raised over $5,000,000
	And;
		an amount of restricted shares equal to 4% of capital raised divided by the closing price of the stock on the date of close.
	On August 22, 2014 and September 17, 2014 the Company raised $125,000 and $100,000, respectively, under two convertible notes and paid to C&T cash consideration of $22,500 as financing costs and issued 307,482 shares of the Company’s common stock subsequent to September 30, 2014 in consideration of $9,000 as financing costs.

Subsequent_Events

Subsequent Events	9 Months Ended
	Sep. 30, 2014
Subsequent Events [Abstract]
Subsequent events	Note 11 – Subsequent events
	On October 17, 2014 the Company’s Board of Directors approved a 2014 Stock Option and Award Plan. Under the Stock Option and Award Plan, the Company granted Mr. Woywod, director of the Company, 500,000 stock awards and Mr. Harney, director of the Company, 3,000,000 stock awards, all of which were fully vested on the date of issue.  The Company also  granted Mr. Woywod 500,000 incentive  stock options at an exercise price of $0.03 per share for a term of 2 years form the date of grant, which options also vested immediately.

Correction_of_an_Error_Tables

Correction of an Error (Tables)	9 Months Ended
	Sep. 30, 2014
Correction of an Error [Abstract]
Schedule of originally reported and as adjusted for each major caption of the balance sheet		31-Dec-13			31-Dec-13
		(As Adjusted)			(Original)
	Consolidated Balance Sheets:
	Derivative liabilities	$	23,790		$	37,614
	Total Liabilities	$	170,954		$	184,778
	Additional paid in capital	$	152,689		$	138,865
	Total stockholders' deficit	$	(130,462	)	$	(144,286	)
	Total liabilities and stockholders' deficit	$	40,492		$	40,492

Fair_Value_Measurements_Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2014
Fair Value Measurements [Abstract]
Schedule of fair value of derivative liabilities
		Fair value measurements on a recurring basis
		Level 1		Level 2		Level 3
	As of September 30, 2014:
	Liabilities
	Embedded derivative	$	-	$	-	$	790,961
	As of December 31, 2013:
	Liabilities
	Embedded derivative	$	-	$	-	$	23,790

Convertible_Notes_Tables

Convertible Notes (Tables)	9 Months Ended
	Sep. 30, 2014
Loans Payable and Convertible Notes [Abstract]
Summary of carrying value of certain convertible notes		31-Dec-13			1-Aug-14			1-Aug-14			30-Sep-14
								Recalculation
	Face value of certain convertible notes	$	125,000		$	125,000		$	125,000		$	125,000
	Less: unamortized discount		(105,810	)		(88,183	)		(125,000	)		(122,671	)
	Carrying value	$	19,190			36,817		$	-		$	2,329
Schedule of commitment and re-measurement dates for derivative liabilities based on assumptions
		Commitment Date			30-Sep-14
	Expected dividends		0			0
	Expected volatility	218.59 ~ 219.26		%	215.76		%
	Expect term	0.59 ~ 1 years			0.54~0.89 years
	Risk free interest rate	0.1		%		0.03 ~ 0.11	%

Share_Purchase_Warrants_Tables

Share Purchase Warrants (Tables)	9 Months Ended
	Sep. 30, 2014
Share Purchase Warrants [Abstract]
Warrants outstanding and exercisable
		Warrants		Weighted Average Exercise Price
	Outstanding - December 31, 2013		856,667		0.12
	Granted		93,333		0.3
	Forfeited/Canceled		-		-
	Exercised		-		-
	Outstanding – September 30, 2014		950,000		0.14
	Exercisable – September 30, 2014		950,000		0.14

Derivative_Liabilities_Tables

Derivative Liabilities (Tables)	9 Months Ended
	Sep. 30, 2014
Derivative Liabilities [Abstract]
Schedule of fair value of the conversion feature
	Balance at December 31, 2013	23,790
	Debt discount	219,500
	Derivative addition due to the tainting of convertible notes	769,729
	Reclass of derivative to additional paid in capital	(40,517)
	September 30, 2014 gain on change in fair value	(181,541)
	Balance at September 30, 2014	790,961
Schedule of commitment and re-measurement dates for derivative liabilities based on assumptions
			Commitment Date			30-Sep-14
	Expected dividends			0			0
	Expected volatility		218.59 ~ 219.26		%	215.76		%
	Expect term		0.59 ~ 1 years			0.54~0.89 years
	Risk free interest rate		0.1		%		0.03 ~ 0.11	%

Going_Concern_Details

Going Concern (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Going Concern [Abstract]
Net loss	($75,197)	($8,867)	($191,984)	($66,201)

Correction_of_an_Error_Details

Correction of an Error (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Consolidated Balance Sheets:
Derivative liabilities	$790,961	$23,790
Total Liabilities	928,375	170,954
Additional paid in capital	-312,470	152,689
Total stockholders' deficit	-787,562	-130,462
Total liabilities and stockholders' deficit	140,813	40,492
As Adjusted (Member)
Consolidated Balance Sheets:
Derivative liabilities		23,790
Total Liabilities		170,954
Additional paid in capital		152,689
Total stockholders' deficit		-130,462
Total liabilities and stockholders' deficit		40,492
Original (Member)
Consolidated Balance Sheets:
Derivative liabilities		37,614
Total Liabilities		184,778
Additional paid in capital		138,865
Total stockholders' deficit		-144,286
Total liabilities and stockholders' deficit		$40,492

Correction_of_an_Error_Details1

Correction of an Error (Details Textual) (USD $)	0 Months Ended
	Dec. 31, 2013
Correction of an Error [Abstract]
Total resulting errors	$13,824

Fair_Value_Measurements_Detail

Fair Value Measurements (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Liabilities
Embedded derivative	$790,961	$23,790
Fair value measurements on a recurring basis Level 1
Liabilities
Embedded derivative
Fair value measurements on a recurring basis Level 2
Liabilities
Embedded derivative
Fair value measurements on a recurring basis Level 3
Liabilities
Embedded derivative	$790,961	$23,790

Loans_Payable_Details

Loans Payable (Details)

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

1 Months Ended

9 Months Ended

12 Months Ended

Aug. 22, 2014

Sep. 30, 2014

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Aug. 01, 2014

Apr. 30, 2014

Nov. 27, 2012

Aug. 22, 2014

Aug. 22, 2014

Jul. 31, 2014

Sep. 30, 2014

Dec. 31, 2013

Dec. 31, 2013

USD ($)

USD ($)

USD ($)

USD ($)

USD ($)

USD ($)

USD ($)

USD ($)

Related Third Parties [Member]

Related Third Parties [Member]

Related Third Parties [Member]

Related Third Parties [Member]

Related Third Parties [Member]

Related Third Parties [Member]

USD ($)

CAD

USD ($)

USD ($)

USD ($)

CAD

Loans Payable [Textual]

Debt Instrument, Interest Rate, Stated Percentage

5.00%

Promissory notes

$125,000

$125,000

$20,000

Maturity term description

one-year

Proceeds from related party debt

20,000

Unrelated third party debt settlement

32,619

12,000

63,573

26,650

26,075

38,650

26,075

Common stock,par value

$0.00

$0.00

$0.02

Shares issued, price per share

$0.02

$0.30

$0.03

Imputed interest

6,006

15,441

3,905

Stock issued during the period shares,unrelated third party debt

2,528,600

Stock issued during the period value, unrelated third party debt

$50,572

Convertible_Notes_Details

Convertible Notes (Details) (USD $)	Sep. 30, 2014	Aug. 01, 2014	Dec. 31, 2013	Nov. 27, 2012
Face value of certain convertible notes	$125,000	$125,000	$125,000	$125,000
Less: unamortized discount	-122,671	-88,183	-105,810
Carrying value	2,329	36,817	19,190
Recalculation [Member]
Face value of certain convertible notes		125,000
Less: unamortized discount		-125,000
Carrying value

Convertible_Notes_Details_1

Convertible Notes (Details 1)	1 Months Ended	9 Months Ended
	Sep. 17, 2014	Sep. 30, 2014
Expected dividends	0.00%	0.00%
Expected volatility		215.76%
Risk free interest rate	0.10%
Maximum [Member]
Expected volatility	219.26%
Expect term	1 year	10 months 21 days
Risk free interest rate		0.11%
Minimum [Member]
Expected volatility	218.59%
Expect term	7 months 2 days	6 months 15 days
Risk free interest rate		0.03%

Convertible_Notes_Details_Text

Convertible Notes (Details Textual) (USD $)	0 Months Ended		3 Months Ended		9 Months Ended		1 Months Ended
	Aug. 01, 2014	Nov. 27, 2012	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Aug. 22, 2014	Sep. 17, 2014	Dec. 31, 2013
	Investors	Investors
Convertible Notes (Textual)
Interest rate		10.00%
Conversion price	$0.01	$0.00
Maturity date	27-Nov-15	27-Nov-15
Number of investors	4	4
Face value of convertible debentures	$125,000	$125,000
Embedded beneficial conversion feature	125,000	125,000			125,000
Convertible debt	125,000	125,000	125,000		125,000				125,000
Conversion of stock amount converted	125,000
Conversion of stock, shares	250,000,000
Conversion of common stock	25,000,000
Share price			$0.00		$0.00
Unamortized discount	88,183		122,671		122,671				105,810
Amortization of discount			25,170		25,170
Carrying values of convertible debenture	36,817		2,329		2,329				19,190
Accrued convertible interest					23,014
Convertible Loan Agreements I [Member]
Convertible Notes (Textual)
Interest rate							8.00%
Maturity date							22-Aug-15
Convertible debt							125,000
Unamortized discount			194,330		194,330
Debt instrument, Description							Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.
Convertible Loan Agreements II [Member]
Convertible Notes (Textual)
Interest rate								10.00%
Maturity date								16-Apr-15
Convertible debt								100,000
Unamortized discount			$194,330		$194,330
Debt instrument, Description								Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the lower of (1) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days to the date of conversion; or (2) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days before the date that this note was executed.

Common_Stock_Details

Common Stock (Details) (USD $)	0 Months Ended	1 Months Ended	9 Months Ended		12 Months Ended	0 Months Ended
	Apr. 30, 2014	Aug. 22, 2014	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Aug. 08, 2014
Common Stock Textual [Abstract]
Additional common stock shares issued	93,333
Term of warrant	2 years
Unrelated third party debt settlement		$32,619	$12,000		$63,573
Fair value		83,192
Shares issued, price per share	$0.30	$0.02
Stock issued during the period value, unrelated third party debt		50,572
Stock issued during the period shares,unrelated third party debt		2,528,600
Percentage of capital			4.00%
Stock issued during period shares, restricted stock			307,482
Stock issued during period value, restricted stock			225,000
Common stock, value, subscriptions	933,333
Common stock, shares subscribed	28,000
Installment of a funding agreement			28,000
Funding Agreement [Member]
Common Stock Textual [Abstract]
Additional common stock shares issued			93,333
Installment of a funding agreement	100,000
Agent Agreement [Member]
Common Stock Textual [Abstract]
Financing costs						$15,000
Stock issued during period shares, restricted stock						500,000

Share_Purchase_Warrants_Detail

Share Purchase Warrants (Details) (Warrant [Member], USD $)	9 Months Ended
	Sep. 30, 2014
Warrant [Member]
Investment Holdings, Other than Securities [Line Items]
Outstanding begining balance	856,667
Number of warrants granted	93,333
Number of warrants granted exercised
Number of warrants forfeited/canceled
Outstanding ending balance	950,000
Number of warrants exercisable	950,000
Weighted average exercise price begining	$0.12
Weighted average exercise price granted	$0.30
Weighted average exercise price exercised
Weighted average exercise price forfeited/canceled
Weighted average exercise price ending	$0.14
Weighted average exercise price exercisable	$0.14

Share_Purchase_Warrants_Detail1

Share Purchase Warrants (Details Textual) (USD $)	0 Months Ended	9 Months Ended
	Apr. 30, 2014	Sep. 30, 2014	Jun. 17, 2013
Financial Instruments Owned and Pledged as Collateral [Line Items]
Additional common stock shares issued	93,333
Intrinsic value warrants		$0
Funding Agreement [Member]
Financial Instruments Owned and Pledged as Collateral [Line Items]
Additional common stock shares issued		93,333
Exercise price per share	0.3	$0.30	$0.03
Term of warrant		2 years

Derivative_Liabilities_Details

Derivative Liabilities (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Derivative Liabilities [Abstract]
Begining balance	$23,790
Debt discount	219,500
Derivative addition due to the tainting of convertible notes	769,729
Reclass of derivative to additional paid in capital	-40,517
Gain on change in fair value	-181,541
Ending balance	$790,961

Derivative_Liabilities_Details1

Derivative Liabilities (Details 1)	1 Months Ended	9 Months Ended
	Sep. 17, 2014	Sep. 30, 2014
Defined Benefit Plan Disclosure [Line Items]
Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%
Fair Value Assumptions, Expected Volatility Rate		215.76%
Fair Value Assumptions, Risk Free Interest Rate	0.10%
Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value Assumptions, Expected Volatility Rate	219.26%
Fair Value Assumptions, Expected Term	1 year	10 months 21 days
Fair Value Assumptions, Risk Free Interest Rate		0.11%
Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair Value Assumptions, Expected Volatility Rate	218.59%
Fair Value Assumptions, Expected Term	7 months 2 days	6 months 15 days
Fair Value Assumptions, Risk Free Interest Rate		0.03%

Derivative_Liabilities_Details2

Derivative Liabilities (Details Textual) (USD $)	0 Months Ended		9 Months Ended	1 Months Ended
	Aug. 01, 2014	Nov. 27, 2012	Sep. 30, 2014	Aug. 22, 2014	Sep. 17, 2014	Jun. 30, 2014	Dec. 31, 2013
Derivative Instruments [Textual]
Common stock, shares authorized			480,000,000			480,000,000	480,000,000
Excess authorized shares of common stock						4,743,836	3,717,169
Derivative liability of common stock						$51,708	$23,790
Convertible loan agreements payable	125,000
Conversion of stock amount converted	125,000
Conversion of stock	250,000,000
Common stock,par value			$0.00				$0.00
Reclass of derivative to additional paid in capital			-40,517
Face value of convertible notes	125,000	125,000	125,000				125,000
Maturity date	27-Nov-15	27-Nov-15
Restatement Adjustment [Member]
Derivative Instruments [Textual]
Conversion of stock	250,000,000
Common stock,par value	$0.01
Face value of convertible notes	125,000
CN#1 [Member]
Derivative Instruments [Textual]
Face value of convertible notes				125,000
Debt Instrument, Interest Rate, Stated Percentage				8.00%
Maturity date				22-Aug-15
Note conversion, description				Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price equal to 52% of the lowest trading price of the Common Stock as reported on the OTCQB exchange for the twelve (12) prior trading days including the day upon which a Notice of Conversion is received by the Company.
CN#2 [Member]
Derivative Instruments [Textual]
Face value of convertible notes					$100,000
Debt Instrument, Interest Rate, Stated Percentage					10.00%
Maturity date					16-Apr-15
Note conversion, description					Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the lower of (1) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days to the date of conversion; or (2) a 50% discount to the average of the three lowest daily trading prices for the previous twenty (20) trading days before the date that this note was executed.

Commitments_Details

Commitments (Details) (USD $)

0 Months Ended

1 Months Ended

9 Months Ended

12 Months Ended

0 Months Ended

Apr. 30, 2014

Sep. 17, 2014

Sep. 30, 2014

Dec. 31, 2013

Jun. 17, 2013

Jul. 16, 2013

Aug. 08, 2014

Aug. 01, 2014

Nov. 27, 2012

Aug. 22, 2014

Commitment (Textual)

Stock issued during the period, Value

$63,573

Stock issued during the period, Shares

307,482

Share price

$0.00

Term of warrant

2 years

Convertible notes

125,000

125,000

125,000

125,000

Financing costs

22,500

9,000

Funding Agreement [Member]

Commitment (Textual)

Stock issued during the period, Value

100,000

Additional common stock issued during the period, value

100,000

Additional share price

0.3

$0.30

$0.03

Term of warrant

2 years

2 years

Terms of commitment

Within 90 days (which may be extended by consent of both parties to 120 days)

Second Funding Agreement [Member]

Commitment (Textual)

Stock issued during the period, Value

17,000

Additional common stock issued during the period, value

17,000

Additional share price

$0.03

Term of warrant

2 years

Agency Agreement [Member]

Commitment (Textual)

Stock issued during period, Restricted stock

500,000

Description of equity or hybrid capital

a.

10% of the amount for any equity or hybrid equity capital raised up to $2,000,000

b.

8% of the amount for any equity or hybrid equity capital raised up to $5,000,000

c.

6% of the amount for any equity or hybrid equity capital raised over $5,000,000

And;

an amount of restricted shares equal to 4% of capital raised divided by the closing price of the stock on the date of close.

Convertible notes

$100,000

$125,000

Terms of commitment

An initial period of 30 days, and then reverting to a non-exclusive financial advisor for the next twelve consecutive (12) months.

Subsequent_Events_Details

Subsequent Events (Details) (Subsequent Event [Member], USD $)	0 Months Ended
	Oct. 17, 2014
Mr. Woywod [Member]
Subsequent Events (Textual)
Stock option granted	500,000
Mr. Woywod [Member] | Incentive Stock Options [Member]
Subsequent Events (Textual)
Stock option granted	500,000
Exercise price of stock option	0.03
Term of option granted	2 years
Mr. Harney [Member]
Subsequent Events (Textual)
Stock option granted	3,000,000