Encompass Energy Services (EESI) 10-Q 14 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 08, 2013
Document And Entity Information	'	'
Entity Registrant Name	'Encompass Energy Services, Inc.	'
Entity Central Index Key	'0001430415	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
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	'	2,056,985
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'

Balance_Sheets

Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current assets:	'	'
Cash and cash equivalents	$3,551	$4,397
Total current assets	3,551	4,397
Property and equipment:	'	'
Property and equipment	1,625	1,625
Accumulated depreciation and amortization	-610	-203
Total property and equipment, net	1,015	1,422
Total assets	4,566	5,819
Current liabilities:	'	'
Accounts payable	7,567	48,199
Related party notes payable	500,971	199,037
Total current liabilities	508,538	247,236
STOCKHOLDERS' EQUITY (DEFICIT)	'	'
Authorized shares: 180,000,000 shares of common stock and 20,000,000 shares of preferred stock; 2,056,985 shares of common stock were issued and outstanding at September 30, 2013 and December 31, 2012.	20,569	20,569
Additional paid-in capital	226,654	226,654
Accumulated deficit	-751,195	-488,640
Total stockholders' equity (deficit)	-503,972	-241,417
Total liabilities and stockholders' equity (deficit)	$4,566	$5,819

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]	'	'
Common stock, par value	$0.01	$0.01
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued	2,056,985	2,056,985
Common stock, shares outstanding	2,056,985	2,056,985

Statements_of_Operations

Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
OPERATING COSTS AND EXPENSES:	'	'	'	'
General and administrative expenses	$58,562	$50,959	$249,621	$119,341
Total operating costs and expenses	58,562	50,959	249,621	119,341
Operating loss	58,562	-50,959	249,621	-119,341
Interest expense	-5,602	-756	-12,934	-935
Loss before income taxes	-64,164	-51,715	-262,555	-120,276
Income tax expense	'	'	'	'
Net loss	($64,164)	($51,715)	($262,555)	($120,276)
Loss per common share:	'	'	'	'
Weighted average shares outstanding - basic	2,056,985	2,056,985	2,056,985	2,056,985
Basic loss per share	($0.03)	($0.03)	($0.13)	($0.06)

Statements_of_Comprehensive_In

Statements of Comprehensive Income (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]	'	'	'	'
Net loss	($64,164)	($51,715)	($262,555)	($120,276)
Other comprehensive loss, net of tax:	'	'	'	'
Total comprehensive loss	($64,164)	($51,715)	($262,555)	($120,276)

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'
Net loss	($262,555)	($120,276)
Depreciation and amortization	407	68
Changes in operating assets and liabilities:	'	'
Prepaid expenses	'	13,477
Accounts payable	-40,632	-6,700
Related party accounts payable	'	-10,931
Interest on related party notes payable	12,934	935
Net cash used in operating activities	-289,846	-123,427
CASH FLOWS FROM INVESTING ACTIVITIES:	'	'
Purchase of property and equipment	'	-1,625
Net cash used in investing activities	'	-1,625
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'
Proceeds from related party notes payable	289,000	88,500
Payments on related party notes payable	'	-19,393
Net cash provided by financing activities	289,000	69,107
NET CHANGE IN CASH AND CASH EQUIVALENTS	-846	-55,945
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD	4,397	59,036
CASH AND CASH EQUIVALENTS, AT END OF PERIOD	$3,551	$3,091

Organization

Organization	9 Months Ended
	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Organization	'
	Note A.	Organization
	Encompass Energy Services, Inc. (the “Company”) is a Delaware corporation formed on February 12, 2008 under the name Ametrine Capital, Inc. The Company filed an amended and restated Certificate of Incorporation with the Delaware Secretary of State that changed its legal name to New Source Energy Group, Inc. on April 18, 2011. On December 2, 2011, the Company filed another amendment to its Certificate of Incorporation with the Delaware Secretary of State that changed its legal name from New Source Energy Group, Inc. to Encompass Energy Services, Inc. Both the Company’s board of directors and the holder of 1,727,983 shares of the Company’s common stock (approximately 84% of the issued and outstanding shares thereof) at the time approved the amendment to the Company’s Certificate of Incorporation to effectuate the name change on October 31, 2011. The approval of this amendment was described in a Definitive Information Statement on Schedule 14C filed by the Company with the Securities and Exchange Commission and distributed to the Company’s stockholders on November 10, 2011. Currently, the Company is not engaged in any business operation.
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered cumulative losses and negative cash flow from operations since inception, currently, the Company depends on financing provided by its stockholders. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Summary of Significant Accounting Policies	'
		Note B.	Summary of Significant Accounting Policies
	Basis of presentation. The accompanying unaudited financial statements present the financial position at September 30, 2013 and December 31, 2012 and the results of operations for the three and nine months ended September 30, 2013 and 2012, and cash flows for the nine months ended September 30, 2013 and 2012 of Encompass Energy Services, Inc. These financial statements include all adjustments, consisting of normal and recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position and the results of operations for the indicated periods. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013. Reference is made to the Company’s financial statements for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K for such period for an expanded discussion of the Company’s financial disclosures and accounting policies.
	Use of estimates in preparation of financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
	Fair value of financial instruments. The Company discloses fair value measurements for financial and non-financial assets and liabilities measured at fair value. Fair value is based on 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.
	The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
	Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
	Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
	Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
	Financial items carried at fair value as of September 30, 2013 and December 31, 2012 consisted entirely of cash and cash equivalents and are classified as Level 1.
	Recent accounting pronouncements. On April 22, 2013, the FASB issued Accounting Standards Update (ASU) 2013-071 to clarify when an entity should apply the liquidation basis of accounting. The update also provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. This ASU is effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company has not evaluated the impact the adoption of this ASU will have on the Company's financial statements.

Loss_Per_Share

Loss Per Share	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Loss Per Share	'
	Note C.	Loss per Share
			Nine months ended						Three months ended
			September 30,						September 30,
			2013			2012			2013			2012
	1. Numerator:
	Net loss		$	(262,555	)	$	(120,276	)	$	(64,164	)	$	(51,715	)
	2. Denominator:
	Denominator for basic and diluted net loss per share – weighted average of shares outstanding			2,056,985			2,056,985			2,056,985			2,056,985
	Basic and diluted loss per share attributable to  stockholders		$	(0.128	)	$	(0.058	)	$	(0.031	)	$	(0.025	)

Income_Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2013
Income Tax Disclosure [Abstract]	'
Income Taxes	'
		Note D.	Income Taxes
	Deferred income taxes. Deferred taxes are determined by applying the provisions of enacted tax laws and rates for the jurisdictions in which the Company operates to the estimated future tax effects of the differences between the tax basis of assets and liabilities and their reported amounts in the Company’s financial statements. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized.
	As of September 30, 2013 and December 31, 2012, the Company has provided valuation allowances of approximately $263,000 and $161,000, respectively, for deferred tax assets resulting from tax loss carryforwards. Management currently believes that since the Company has a history of losses it is more likely than not that the deferred tax regarding the loss carryforwards and other temporary differences will not be realized in the foreseeable future.

Abandoned_Acquisition_Efforts

Abandoned Acquisition Efforts	9 Months Ended
	Sep. 30, 2013
Asset Retirement Obligation Disclosure [Abstract]	'
Abandoned Acquisition Efforts	'
	Note E.	Abandoned Acquisition Efforts
	On June 30, 2011 the board of directors of the Company affirmatively determined that the Company abandoned its efforts to acquire certain oil and gas assets and interests located in central Oklahoma (the “Oil and Gas Assets”) from an entity owned by the Company’s former Chairman, David Chernicky. At the time of termination, the Company had not acquired the Oil and Gas Assets or any interest therein and had not finalized or entered into any definitive agreement to do so. At that time, two of the Company’s directors (Messrs. Chernicky and Albert) resigned, and another director, Mr. Kos, resigned as an officer of the Company.
	During the period of time that the Company was considering the acquisition of the Oil and Gas Assets, it expended a significant amount of time and resources in due diligence, contract drafting and negotiation, and other activities related to the potential acquisition of the Oil and Gas Assets. During this process, the Company (directly and through consultants) developed a significant amount of knowledge, information and work product (collectively the “Business Opportunity and Information”).
	To resolve the conflicts of interest associated with the possible exploitation of the Business Opportunity and Information by another entity controlled by Mr. Chernicky, the Company negotiated terms by which the Company waived any rights it had in the Business Opportunity and Information and agreed to cooperate and provide reasonable assistance with the transfer of the Business Opportunity and Information to a potential new purchaser (the “Waiver”). The Company delivered the Waiver on July 18, 2011 to New Dominion, LLC (“New Dominion”), an affiliate of Mr. Chernicky. In consideration for delivering the Waiver, the Company received $600,000 in cash from New Dominion. Largely as a result of waiving its rights to the Business Opportunity and Information and electing to potentially pursue other opportunities in the oil and gas industry, the Company changed its name from New Source Energy Group, Inc. to Encompass Energy Services, Inc. as further described in Note A.
	As a result of the Company’s decision to abandon its efforts to acquire the Oil and Gas Assets, the Business Opportunity and Information had little to no value to the Company. Consequently, the board of directors determined that this did not constitute the sale by the Company of any assets but merely a waiver of a business opportunity that the Company could not exploit.
	Because of former relationships between Mr. Kos (the other member of the Company’s board of directors) and New Dominion and its affiliates, the Company negotiated the terms of the Waiver solely by and through its president and sole disinterested director, Antranik (Nick) Armoudian. Mr. Armoudian was aware of the conflicts of interest and the related party nature of the transactions at the time that he negotiated and approved the Waiver; however, he believed that under the circumstances that the terms by which the Company delivered the Waiver were fair and in the Company’s and its stockholders’ best interests.
	The Company has used the proceeds received as a result of the Waiver primarily for the repayment of loans and other amounts owed by the Company to Mr. Kos, a former executive officer of the Company and a current member of its board of directors, and certain affiliates of Mr. Kos, as well as the repayment of certain obligations to other parties.
	Now that the Company has abandoned the potential acquisition of the Oil and Gas Assets, the Company hopes to identify and execute upon a new business opportunity in that field.

Related_Party_Transactiions

Related Party Transactiions	9 Months Ended
	Sep. 30, 2013
Related Party Transactions [Abstract]	'
Related Party Transactiions	'
	Note F.	Related Party Transactions
	During 2012, Deylau, LLC, an entity owned and controlled by Kristian Kos, a director of the Company and also its former president, advanced $196,500 to the Company in exchange for a note payable. Deylau, LLC advanced an additional $50,000 to the Company on this note during the first nine months of 2013. This is a demand loan and accrues interest at 5% per annum. No payments of principal or interest have been made on the 2012 and 2013 loan advances as of September 30, 2013.
	During the nine months ended September 30, 2013, Torus, LLC, an entity in which Deylau, LLC owns a 50% interest, advanced $239,000 to the Company in exchange for a note payable. This is a demand loan and accrues interest at 5% per annum. No payments of principal or interest have been made on these advances as of September 30, 2013.

Capital_Stock_Transactions

Capital Stock Transactions	9 Months Ended
	Sep. 30, 2013
Equity [Abstract]	'
Capital Stock Transactions	'
	Note G.	Capital Stock Transactions
	On April 15, 2011, the Company caused an amendment to its Certificate of Incorporation to be filed with the Delaware Secretary of State to effect a 0.47-for-1 combination of the Company’s outstanding common stock (the “reverse stock split”). Then on April 18, 2011, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which amended various provisions of the Company’s Certificate of Incorporation, including an amendment to change the company’s name from Ametrine Capital, Inc. to New Source Energy Group, Inc. Subsequently, the Company filed another amendment to its Certificate of Incorporation with the Delaware Secretary of State, which changed the Company’s name to Encompass Energy Services, Inc. on December 2, 2011.
	Reverse stock split. The reverse stock split was effective under Delaware law on April 15, 2011. Under Delaware law, upon the reverse stock split becoming effective, each share of the Company’s common stock that was issued and outstanding automatically became 0.47 shares without any change in the par value of such shares; 1,000 shares became 470 shares. The reverse stock split did not serve to decrease or otherwise effect the Company’s authorized capital. No fractional shares were issued in connection with the reverse stock split. Stockholders who were entitled to a fractional share, if any, instead received a whole share.
	The reverse stock split affected all holders of the Company’s common stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company, except to the extent the reverse split resulted in any holder being granted a whole share for any fractional share that resulted from the reverse stock split.
	Before the reverse stock split, 4,376,559 shares were outstanding. Following the reverse stock split, there are approximately 2,056,985 shares outstanding. The loss per share and weighted average shares outstanding presented in the statement of operations have been restated to reflect the reverse stock split. The share capital and additional paid-in capital have also been restated to reflect the reverse stock split. Accordingly, $23,197 was reclassified from share capital to additional paid-in capital in 2011.
	Amended and restated certificate of incorporation. The Amended and Restated Certificate of Incorporation and each of the amendments contained therein became effective under Delaware law on April 18, 2011. The Amended and Restated Certificate of Incorporation amended several provisions of the Company’s Certificate of Incorporation. Among the amendments effected in the Amended and Restated Certificate of Incorporation were:
		•	An increase to the Company’s authorized capital to 200,000,000 shares comprised of 180,000,000 shares of common stock and 20,000,000 shares of preferred stock.
		•	The addition of provisions intended to more accurately define the limitations of liability as provided in Section 102(b)(7) of the General Corporation Law of Delaware, as well as to add provisions regarding indemnification and the advancement of expenses.
		•	The addition of a provision with respect to the limitation of liability of the officers, directors, and other agents of the Company and with respect to the Company’s indemnification obligations, may only be amended by the affirmative vote of two-thirds of the votes entitled to be cast on any proposal to repeal or modify such provisions.
		•	Other conforming and/or non-substantive amendments to the Certificate of Incorporation.
	As described in Note A, the Company changed its name from New Source Energy Group, Inc. to Encompass Energy Services, Inc. on December 2, 2011 and filed another amendment to its Certificate of Incorporation to effectuate this change.

Changes_in_Officers_and_Direct

Changes in Officers and Directors/Outstanding Stock Options

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

'

Changes in Officers and Directors/Outstanding Stock Options

'

Note H.

Changes in Officers and Directors / Outstanding Stock Option

On June 30, 2011, Antranik Armoudian was appointed to the Company’s board of directors and also as the Company’s president, chief executive officer, chief financial officer, secretary, and treasurer. There was no arrangement or understanding pursuant to which Mr. Armoudian was appointed as a director or executive officer, except that the Company agreed to pay Mr. Armoudian an annual salary of $25,000, which the Company’s board of directors subsequently increased to $150,000 effective October 1, 2012. Also on June 30, 2011, the Company granted Mr. Armoudian a stock option to acquire 50,000 shares of the Company’s common stock at an exercise price of $0.10 per share and exercisable for a ten year term, expiring June 30, 2021. Ten thousand shares vested upon the Company completing the transfer of the Business Opportunity and Information, and the remaining 40,000 shares will vest when, and if, the Company completes the acquisition of a business opportunity and files a current report on Form 8-K (or other appropriate form) reporting such acquisition or transaction.

During 2011, 50,000 stock options were granted (being the option to Mr. Armoudian described above) with a weighted-average grant date fair value of $0.85824. Assumptions used in the Company’s Black-Scholes valuation model to estimate the grant date fair value were expected volatility of 50%, expected dividends of 0%, expected term of five years, and a risk-free interest rate of 1.75%.

As of September 30, 2013, there was $34,412 of total unrecognized compensation cost related to stock options. That cost is expected to be recognized if an acquisition of a business opportunity is completed within the ten years of the grant date.

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2013:

Nine months ended September 30, 2013

Number of Options

Weighted-Average Exercise Price

Beginning Balance

50,000

$

0.1

Granted

—

—

Exercised

—

—

Forfeited

—

—

Ending Balance

50,000

$

0.1

The following table summarizes information about the Company’s options outstanding and exercisable as of September 30, 2013:

Options Outstanding

Options Exercisable

Weighted-Average

Weighted-Average

Exercise

Options

Remaining

Exercise

Options Exercisable at September 30, 2013

Remaining Contractual Life

Exercise Price

Price

Outstanding

Contractual

Price

Life

$

0.1

50,000

7.75

$

0.1

10,000

7.75

$

0.1

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Basis of Presentation	'
	Basis of presentation. The accompanying unaudited financial statements present the financial position at September 30, 2013 and December 31, 2012 and the results of operations for the three and nine months ended September 30, 2013 and 2012, and cash flows for the nine months ended September 30, 2013 and 2012 of Encompass Energy Services, Inc. These financial statements include all adjustments, consisting of normal and recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position and the results of operations for the indicated periods. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013. Reference is made to the Company’s financial statements for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K for such period for an expanded discussion of the Company’s financial disclosures and accounting policies.
Use of Eestimates in Preparation of Financial Statements	'
	Use of estimates in preparation of financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
Fair Value of Financial Instruments	'
	Fair value of financial instruments. The Company discloses fair value measurements for financial and non-financial assets and liabilities measured at fair value. Fair value is based on 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.
	The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
	Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
	Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
	Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
	Financial items carried at fair value as of September 30, 2013 and December 31, 2012 consisted entirely of cash and cash equivalents and are classified as Level 1.
Recent Accounting Pronouncements	'
	Recent accounting pronouncements. On April 22, 2013, the FASB issued Accounting Standards Update (ASU) 2013-071 to clarify when an entity should apply the liquidation basis of accounting. The update also provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. This ASU is effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company has not evaluated the impact the adoption of this ASU will have on the Company's financial statements.

Loss_Per_Share_Tables

Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Loss per share	'
		Nine months ended						Three months ended
		September 30,						September 30,
		2013			2012			2013			2012
	1. Numerator:
	Net loss	$	(262,555	)	$	(120,276	)	$	(64,164	)	$	(51,715	)
	2. Denominator:
	Denominator for basic and diluted net loss per share – weighted average of shares outstanding		2,056,985			2,056,985			2,056,985			2,056,985
	Basic and diluted loss per share attributable to  stockholders	$	(0.128	)	$	(0.058	)	$	(0.031	)	$	(0.025	)

Changes_in_Officers_and_Direct1

Changes in Officers and Directors/Outstanding Stock Options (Tables)	9 Months Ended
	Sep. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Restricted stock options	'
			Nine months ended September 30, 2013
			Number of Options			Weighted-Average Exercise Price
	Beginning Balance			50,000		$	0.1
	Granted			—			—
	Exercised			—			—
	Forfeited			—			—
	Ending Balance			50,000		$	0.1
Stock activity and related information	'
					Options Outstanding					Options Exercisable
							Weighted-Average				Weighted-Average
		Exercise			Options		Remaining		Exercise		Options Exercisable at September 30, 2013	Remaining Contractual Life		Exercise Price
		Price			Outstanding		Contractual		Price
							Life
	$	0.1			50,000		7.75	$	0.1		10,000	7.75	$	0.1

Loss_Per_Share_Details

Loss Per Share (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Loss Per Share Details	'	'	'	'
Net loss	($64,164)	($51,715)	($262,555)	($120,276)
Denominator for basic and diluted net loss per share-weighted average of shares outstanding	2,056,985	2,056,985	2,056,985	2,056,985
Basic and diluted loss per share attributable to stockholders	($0.03)	($0.03)	($0.13)	($0.06)

Income_Taxes_Details_Narrative

Income Taxes (Details Narrative) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Income Taxes Details Narrative	'	'
Operating loss carry forward	$263,000	$161,000
Deferred tax asset before valuation allowance	263,000	161,000
Valuation allowance	($263,000)	($161,000)

Abandoned_Acquisition_Efforts_

Abandoned Acquisition Efforts (Details Narrative) (USD $)	Jul. 18, 2011
Abandoned Acquisition Efforts Details Narrative	'
Waiver of rights of affiliate	$600,000

Related_Party_Transactions_Det

Related Party Transactions (Details Narrative) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Related Party Transactions Details Narrative	'	'
Related party loans	$239,000	$196,500
Additional advance of related loan	$50,000	'
Related party percentage interest rate of loans	5.00%	5.00%

Capital_Stock_Transactions_Det

Capital Stock Transactions (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2011
Capital Stock Transactions Details Narrative	'
Reclassified capital stock transactions	($23,197)
Reclassified additional paid-in capital	$23,197

Changes_in_Officers_and_Direct2

Changes in Officers and Directors/Outstanding Stock options - Stock Option Activity (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Number of Options	'
Beginning Balance	50,000
Granted	'
Exercised	'
Forfeited	'
Ending Balance	50,000
Weighted-Average Exercise Price	'
Beginning Balance	$0.10
Granted	'
Exercised	'
Forfeited	'

Changes_in_Officers_and_Direct3

Changes in Officers and Directors/Outstanding Stock options - Stock Option and Related Information (Details) (USD $)	Sep. 30, 2013
	Y
Options Outstanding	'
Number outstanding at the end of period, shares	50
Weighted-Average remaining contractual life in years	7.75
Weighted-Average exercise price	$0.10
Options Exerciseable	'
Number outstanding at the end of period, shares	10,000
Weighted-Average remaining contractual life in years	7.75
Weighted-Average exercise price	$0.10

Changes_in_Officers_and_Direct4

Changes in Officers and Directors/Outstanding Stock options (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2011
	Y
Weighted-average assumptions used for valuation under the Black-Scholes model	'
Stock options granted	50,000
Risk-free interest rate	1.75%
Dividend yield	0.00%
Volatility factor	50.00%
Expected option life in years	5
Weighted-average grant date fair value of stock options granted	$0.86

Changes_in_Officers_and_Direct5

Changes in Officers and Directors/Outstanding Stock options (Details Narrative 1) (USD $)	Sep. 30, 2013
Changes In Officers And Directorsoutstanding Stock Options Details Narrative 1	'
Unrecognized compensation cost related to stock option	$34,412