Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 15-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'EHOUSE GLOBAL, INC. | ' |
Entity Central Index Key | '0001452580 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 183,358,687 |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash | $82,101 | $14,779 |
Prepaid expenses | 5,664 | 5,664 |
Debt offering costs | 10,378 | 3,122 |
Total current assets | 98,143 | 23,565 |
Furniture and Equipment | 1,131 | ' |
Total assets | 99,274 | 23,565 |
Current Liabilities: | ' | ' |
Accounts payable & accrued expenses | 41,304 | 30,600 |
Notes payable | ' | 100,000 |
Notes payable - related party | 75,000 | 75,000 |
Convertible Debt, Net of debt discount of $223,350 and $46,399, respectively | 115,278 | 6,601 |
Derivative Liabilities | 1,092,313 | 89,372 |
Total current liabilities | 1,323,895 | 301,573 |
Stockholders' deficit: | ' | ' |
Preferred stock: $0.001 par value, 1,000,000 shares authorized; 500,000 and 0 shares issued and outstanding | 500 | ' |
Common stock: $0.001 par value, 750,000,000 shares authorized; 149,563,590 and 99,800,000 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 149,564 | 99,800 |
Additional paid-in capital | 584,784 | 20,000 |
Accumulated deficit | -1,959,469 | -397,808 |
Total Stockholders' (deficit) | -1,224,621 | -278,008 |
Total liabilities and stockholders' deficit | $99,274 | $23,565 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Balance Sheets [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Debt discount | $223,350 | $46,399 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 500,000 | 0 |
Preferred stock, shares outstanding | 500,000 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 149,563,590 | 99,800,000 |
Common stock, shares outstanding | 149,563,590 | 99,800,000 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 40 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Operating expenses | ' | ' | ' |
General and administrative expenses | $426,032 | ' | $615,860 |
Other expenses | ' | -3,514 | 137,038 |
Developmental costs | ' | ' | 19,425 |
Total operating expenses | 426,032 | -3,514 | 772,323 |
Loss from operations | 426,032 | -3,514 | 772,323 |
Other Income (Expense) | ' | ' | ' |
Interest expense | -12,600 | ' | -20,266 |
Derivative expenses | -979,168 | 0 | -1,070,514 |
Change in fair value of embedded derivative liabilities | -68,818 | 0 | -13,844 |
Amortization expense - debt discount | -71,549 | 0 | -78,150 |
Amortization expense - debt offering costs | -3,494 | 0 | -4,372 |
Total other Income (Expense) | -1,135,629 | ' | -1,187,146 |
Net loss | ($1,561,661) | $3,514 | ($1,959,469) |
Net loss per common share: Net loss per share, basic and diluted | ($0.01) | $0 | ' |
Weighted average number of common shares outstanding: Basic and diluted | 115,620,378 | 98,800,000 | ' |
Statements_of_Changes_in_Share
Statements of Changes in Shareholders' Equity (Deficit) (USD $) | Total | Preferred Stock, Series A [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2011 | ($6,712) | ' | $98,800 | ' | ($105,512) |
Balance, shares at Dec. 31, 2011 | ' | ' | 98,800,000 | ' | ' |
Capital contribution | 20,000 | ' | ' | 20,000 | ' |
Net loss | -29,533 | ' | ' | ' | -29,533 |
Balance at Dec. 31, 2012 | -16,245 | ' | 98,800 | 20,000 | -135,045 |
Balance, shares at Dec. 31, 2012 | ' | ' | 98,800,000 | ' | ' |
Balance at Dec. 13, 2010 | ' | ' | ' | ' | ' |
Balance, shares at Dec. 13, 2010 | ' | ' | ' | ' | ' |
Share exchange at inception (December 14, 2010) between NutraLiquids, Inc. as the accounting acquirer and Ehouse as the legal acquirer | 2,335 | ' | 98,800 | ' | -96,465 |
Share exchange at inception (December 14, 2010) between NutraLiquids, Inc. as the accounting acquirer and Ehouse as the legal acquirer, shares | ' | ' | 98,800,000 | ' | ' |
Balance at Dec. 31, 2010 | 2,335 | ' | 98,800 | ' | -96,465 |
Balance, shares at Dec. 31, 2010 | ' | ' | 98,800,000 | ' | ' |
Net loss | -9,047 | ' | ' | ' | -9,047 |
Balance at Dec. 31, 2011 | -6,712 | ' | 98,800 | ' | -105,512 |
Balance, shares at Dec. 31, 2011 | ' | ' | 98,800,000 | ' | ' |
Balance at Dec. 31, 2012 | -16,245 | ' | 98,800 | 20,000 | -135,045 |
Balance, shares at Dec. 31, 2012 | ' | ' | 98,800,000 | ' | ' |
Issuance of shares in connection with Senior Note | 1,000 | ' | 1,000 | ' | ' |
Issuance of shares in connection with Senior Note, shares | ' | ' | 1,000,000 | ' | ' |
Net loss | -262,763 | ' | ' | ' | -262,763 |
Balance at Dec. 31, 2013 | -278,008 | ' | 99,800 | 20,000 | -397,808 |
Balance, shares at Dec. 31, 2013 | 99,800,000 | ' | 99,800,000 | ' | ' |
Preferred stock issued for services | 191,131 | 500 | ' | 190,631 | ' |
Preferred stock issued for services, shares | ' | 500,000 | ' | ' | ' |
Common stock issued for services ($0.12/share) | 62,500 | ' | 500 | 62,000 | ' |
Common stock issued for services ($0.12/share), shares | ' | ' | 500,000 | ' | ' |
Reclassification of derivative liability associated with convertible debt | 293,545 | ' | ' | 293,545 | ' |
Convertible debt and accrued interest converted into common stock | 67,872 | ' | 49,264 | 18,608 | ' |
Convertible debt and accrued interest converted into common stock, shares | ' | ' | 49,263,590 | ' | ' |
Net loss | -1,561,661 | ' | ' | ' | -1,561,661 |
Balance at Mar. 31, 2014 | ($1,224,621) | $500 | $149,564 | $584,784 | ($1,959,469) |
Balance, shares at Mar. 31, 2014 | 149,563,590 | 500,000 | 149,563,590 | ' | ' |
Statements_of_Changes_in_Share1
Statements of Changes in Shareholders' Equity (Deficit) (Parenthetical) (USD $) | Mar. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | ' |
Common stock issued for services, price per share | $0.12 |
Statements_of_Cash_Flow
Statements of Cash Flow (USD $) | 3 Months Ended | 40 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($1,561,661) | $3,514 | ($1,959,469) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Common stock issued for services | 62,500 | 0 | 62,500 |
Preferred stock issued for services | 191,131 | 0 | 191,131 |
Depreciation expense | 49 | 0 | 49 |
Amortization of debt offering costs | 3,494 | 0 | 4,372 |
Amortization of debt discount | 71,549 | 0 | 78,150 |
Change in fair value of derivative liabilities | 68,818 | 0 | 13,844 |
Derivative expense | 979,168 | 0 | 1,070,514 |
Change in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | 0 | 0 | -5,664 |
Accounts payable & Accrued expenses | 10,704 | 0 | 41,304 |
Net cash used in operating activities | -174,248 | 3,514 | -503,269 |
Cash flows from investing activities | ' | ' | ' |
Purchase of equipment | -1,180 | 0 | -1,180 |
Net cash used in investing activities | -1,180 | 0 | -1,180 |
Cash flows from financing activities: | ' | ' | ' |
Direct offering costs paid | -5,750 | 0 | -8,750 |
Proceeds from issuance of convertible notes | 248,500 | 0 | 301,500 |
Proceeds from note payable | 0 | 0 | 100,000 |
Proceeds from note payable - related party | 0 | 0 | 75,000 |
Capital Contribution | 0 | 0 | 118,800 |
Net cash provided by financing activities | 242,750 | 0 | 586,550 |
Increase cash and cash equivalents | 67,322 | 3,514 | 82,101 |
Cash and cash equivalents at beginning of period | 14,779 | 1,606 | ' |
Cash and cash equivalents at end of period | 82,101 | 5,120 | 82,101 |
Supplementary disclosure of non-cash financing activity: | ' | ' | ' |
Issuance of common stock in connection with note payable | 0 | 0 | 1,000 |
Non-cash additions to convertible note balance | 5,000 | 0 | 5,000 |
Debt discount on convertible debt accounted for as a derivative liability | 248,500 | 0 | 248,500 |
Reclassification of derivative liability to additional paid-in-capital | 293,545 | 0 | 293,545 |
Note payable reclassified to convertible debt | 100,000 | 0 | 100,000 |
Shares issued in conversion of convertible debt and accrued interest | 67,872 | 0 | 67,872 |
Debt discount on convertible note accounted for as a derivative liability | 0 | 0 | 53,000 |
Supplementary disclosure of cash flow information | ' | ' | ' |
Cash paid during the period for: Interest | 0 | 0 | 0 |
Cash paid during the period for: Income taxes | $0 | $0 | $0 |
ACCOUNTING_POLICIES_AND_BASIS_
ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2014 | |
ACCOUNTING POLICIES AND BASIS OF PRESENTATION [Abstract] | ' |
ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ' |
NOTE 1 - ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
Ehouse Global, Inc. (the "Company") prepared these financial statements in accordance with both accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Therefore, the financial statements do not include all disclosures required by generally accepted accounting principles. However, the Company has recorded all transactions and adjustments necessary to present fairly the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details or financial statement notes during the first three months of 2014. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2013. The income statement for the three months ended March 31, 2014 cannot necessarily be used to project results for the full year. | |
BUSINESS_OPERATIONS_SUMMARY_OF
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||
NOTE 2 - BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Basis of Presentation | |||||
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. | |||||
It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. | |||||
Impact of New Accounting Standards | |||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | |||||
Estimates | |||||
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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||
Furniture and Equipment | |||||
Furniture and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of three to five years. | |||||
Net Income (Loss) Per Common Share | |||||
Basic Net income (loss) per common share is computed pursuant to FASB ASC 260-10-45. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. | |||||
The computation of basic and diluted loss per share at March 31, 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||
31-Mar-14 | |||||
Convertible Debt (Exercise price - $0.001 - $0.0025/share) | 230,398,338 | ||||
Subsequent Events | |||||
The Company follows the guidance in FASB ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued or available to be issued. | |||||
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2014 | |
GOING CONCERN [Abstract] | ' |
GOING CONCERN | ' |
NOTE 3 - GOING CONCERN | |
The accompanying financial statements have been prepared assuming that we will continue as a going concern. As reflected in the accompanying financial statements, we have very limited financial resources, with working capital and net shareholder deficits and had generated no revenue through March 31, 2014. | |
We have actively developed and plan to introduce sixteen different liquid nutritional products into the market. While we are undertaking our business plan to generate additional revenues, our cash position may not be sufficient to support our basic business plan and product distribution efforts. Management believes that the actions presently underway to introduce our products to the marketplace have a realistic chance of succeeding. While we believe in the viability of our strategy to increase revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to achieve profitable operations or obtain adequate financing. | |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ' | ||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||
NOTE 4 - Fair Value of Financial Instruments | |||||||||||||
The carrying amounts of the Company's financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value. | |||||||||||||
The following is the major category of liabilities measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | |||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||
Derivative Liabilities | Level 3 | $ | 1,092,311 | $ | 89,372 | ||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2014 | |
PROPERTY AND EQUIPMENT [Abstract] | ' |
PROPERTY AND EQUIPMENT | ' |
NOTE 5 - PROPERTY AND EQUIPMENT | |
At March 31, 2014, property and equipment consisted of office furniture purchased during the three months ended March 31, 2014 for $1,180 with an estimated useful life of 3 years. | |
Depreciation expense for the three months ended March 31, 2014 totaled $49. | |
NOTE_PAYABLE
NOTE PAYABLE | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
NOTE PAYABLE [Abstract] | ' | ||||||||||||
NOTES PAYABLE | ' | ||||||||||||
NOTE 6 - NOTE PAYABLE | |||||||||||||
On June 30, 2013, the Company entered into a senior loan agreement with Realty Capital Management Limited (the "Note") for a loan of $100,000. The loan, which becomes due 365 days after cash proceeds are received by the Company, bears interest at 12% per annum with interest payable in four quarterly payments commencing 90 days after cash proceeds from the loan is received by the Company. The Company received the proceeds from the loan on July 11, 2013. | |||||||||||||
The Note is senior to all other notes or obligations that the Company may enter into in the future before the Note is repaid. It also places limits on the number of common shares or instruments convertible into common shares that the Company may issue. | |||||||||||||
The Company also agreed to issue 1,000,000 newly-issued shares of its common stock to the lender. These shares have piggyback registration rights. These shares were issued on July 26, 2013 at which time there were 99,800,000 shares of common stock outstanding. The Company capitalized the $1,000 as debt issue costs at the time of issuance of these shares which will be amortized over the life of the debt. The valuation for this issuance was based on the par value of the shares issued or $0.001 per share. At the time of issuance, the Company had a stockholders' deficit, no shares had been purchased for cash and there was no market in the shares. | |||||||||||||
The President of the Company has pledged 42,900,000 shares of his common stock of the Company as collateral for the loan. In the event of an Event of Default that is not remedied as defined in the Loan Agreement, the lender would also have the right to convert the principal balance of the loan into common shares of the Company at the rate of $0.001 per share (for up to 100 million shares). | |||||||||||||
If an Event of Default occurs and the lender converts the Note, the lender will have a controlling interest in the Company. | |||||||||||||
On January 31, 2014, the debt holder entered into a securities settlement agreement whereby the note was transferred over to a third party. In connection with the transfer, an additional $5,000 of principal was recorded which was treated as debt issue costs, interest was changed to a guaranteed 10% and a conversion clause was added. The conversion price equals 25% of the lowest traded price during the 20 trading days prior to the conversion. | |||||||||||||
The Company identified conversion features embedded within this convertible debt. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability and recorded a derivative liability and derivative expense of $518,396 on the day of the amendment - See note 5. | |||||||||||||
During the three months ended March 31, 2014, the Company entered into the following conversion agreements in connection with this note agreement: | |||||||||||||
Principal | Shares | Conversion | |||||||||||
Date | Converted | Issued | Price | ||||||||||
31-Jan-14 | 12,450 | 4,980,020 | 0.0025 | ||||||||||
11-Feb-14 | 10,457 | 5,228,555 | 0.002 | ||||||||||
19-Feb-14 | 7,521 | 5,489,425 | 0.0014 | ||||||||||
26-Feb-14 | 8,289 | 6,050,000 | 0.0014 | ||||||||||
4-Mar-14 | 7,953 | 6,362,400 | 0.0013 | ||||||||||
11-Mar-14 | 7,700 | 6,695,400 | 0.0012 | ||||||||||
20-Mar-14 | 7,046 | 7,045,950 | 0.001 | ||||||||||
27-Mar-14 | 6,457 | 7,421,840 | 0.0009 | ||||||||||
As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $45,782 and $106,152, respectively. |
CONVERTIBLE_DEBT
CONVERTIBLE DEBT | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
CONVERTIBLE DEBT [Abstract] | ' | ||||||||
CONVERTIBLE DEBT | ' | ||||||||
NOTE 7 - CONVERTIBLE DEBT | |||||||||
On November 27, 2013, the Company entered into an agreement whereby the Company will issue up to $53,000 in a convertible note. The note matures on August 27, 2014 and bears an interest rate of 8%. The conversion price equals the "Variable Conversion Price", which is 58% of the "Market Price", which is the average the three lowest closing bid prices for the common stock during the fifteen (15) trading day period prior to the conversion. The Company received $50,000 proceeds, less debt issue costs of $3,000. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $54,463 and $53,388, respectively. | |||||||||
On January 28, 2014, the Company entered into an agreement whereby the Company will issue up to $78,500 in a convertible note. The note matures on October 30, 2014 and bears an interest rate of 8%. The conversion price equals the "Variable Conversion Price", which is 58% of the "Market Price", which is the average the three lowest closing bid prices for the common stock during the fifteen (15) trading day period prior to the conversion. The Company received $75,000 proceeds, less debt issue costs of $3,500 on February 11, 2014. As of March 31, 2014, the convertible note balance and accrued interest is $79,602. | |||||||||
On January 30, 2014, the Company entered into an agreement whereby the Company will issue up to $335,000 in a convertible note subject to a $35,000 original issue discount (OID). The note matures on January 30, 2016, and bears an interest rate of 0% if note is repaid on or before 90 days from the effective date. If the note is not repaid within 90 days, a one-time interest charge of 12% will be applied to the principal. The conversion price equals the lesser of $0.012 or the "Variable Conversion Price", which is 60% of the "Market Price", which is lowest trading prices for the common stock during the twenty-five (25) trading day period prior to the conversion. The Company received $25,000 proceeds on February 6, 2014. | |||||||||
On January 31, 2014, the Company entered into an agreement whereby the Company will issue up to $100,000 in a convertible note. The note matures on July 31, 2014 and bears an interest rate of 10%. The conversion price equals the "Variable Conversion Price", which is 25% of the "Market Price", which is the lowest closing bid price for the common stock during the twenty (20) trading day period prior to the conversion. The Company received $50,000 proceeds on January 31, 2014 and the remaining $50,000 on February 14, 2014. As of March 31, 2014, the convertible note balance and accrued interest is $101,674, respectively. | |||||||||
On March 17, 2014, the Company entered into an agreement whereby the Company will issue up to $45,000 in a convertible note. The note matures on March 17, 2015 and bears an interest rate of 8%. The conversion price equals the "Variable Conversion Price", which is 55% of the "Market Price", which is the lowest closing bid price for the common stock during the fifteen (15) trading day period prior to the conversion. The Company received $42,750 proceeds, less debt issue costs of $2,250 on March 26, 2014. As of March 31, 2014, the convertible note balance and accrued interest is $45,138. | |||||||||
Debt Issue Costs | |||||||||
During the three months ended March 31, 2014 and year ended December 31, 2013, the Company paid debt issue costs totaling $10,750 and $4,000, , which includes non-cash additions of $5,000 during the three months ended March 31, 2014 and fees paid through the issuance of common stock in the amount of $1,000 during the year ended December 31, 2013, respectively. | |||||||||
The following is a summary of the Company's debt issue costs: | |||||||||
Three months ended | Year ended | ||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Debt issue costs | 14,750 | 4,000 | |||||||
Accumulated amortization of debt issue costs | (4,372 | ) | (878 | ) | |||||
Debt issue costs - net | 10,378 | 3,122 | |||||||
Debt Discount | |||||||||
During the three months March 31, 2014 and the year ended December 31, 2013, the Company recorded debt discounts totaling $248,500 and $53,000, respectively. | |||||||||
The debt discount recorded pertains to convertible debt that contains embedded conversion options that are required to bifurcated and reported at fair value and original issue discounts. | |||||||||
The Company amortized $71,549 and $0 during the three months ended March 31, 2014 and 2013, respectively, to amortization of debt discount expense. | |||||||||
As of | As of | ||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Debt discount | 301,500 | 53,000 | |||||||
Accumulated amortization of debt discount | (78,150 | ) | (6,601 | ) | |||||
Debt discount - net | 223,350 | 46,399 | |||||||
Derivative Liabilities | |||||||||
The Company identified conversion features embedded within this convertible debt. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability. | |||||||||
As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follow: | |||||||||
Derivative liability - December 31, 2012 | - | ||||||||
Fair value at the commitment date for convertible instruments | 144,346 | ||||||||
Change in fair value of embedded derivative liability | (54,974 | ) | |||||||
Derivative liability - December 31, 2013 | 89,372 | ||||||||
Fair value at the commitment date for convertible notes issued during 2014 | 1,227,668 | ||||||||
Reclassification of derivative liability associated with convertible debt that ceased being a derivative liability to additional paid in capital | (293,545 | ) | |||||||
Fair value mark to market adjustment for convertible debt | 68,818 | ||||||||
1,092,313 | |||||||||
The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. The Company recorded a derivative expenses for the three months ended March 31, 2014 and 2013 of 979,168 and $0, respectively. | |||||||||
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 March 31, 2014: | |||||||||
Assumption | Commitment Date | Remeasurement Date | |||||||
Expected dividends: | 0% | 0% | |||||||
Expected volatility: | 352.71% - 415.16% | 352.15% - 428.59% | |||||||
Expected term (years): | 0.5 - 2 years | 0.33 - 1.84 years | |||||||
Risk free interest rate: | 0.1% - .13% | 0.07% - 0.13% | |||||||
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 December 31, 2013: | |||||||||
Assumption | Commitment Date | Remeasurement Date | |||||||
Expected dividends: | 0% | 0% | |||||||
Expected volatility: | 391% | 371% | |||||||
Expected term (years): | 0.75 | 0.65 | |||||||
Risk free interest rate: | 0.13% | 0.13% | |||||||
DEBT_RELATED_PARTY
DEBT - RELATED PARTY | 3 Months Ended |
Mar. 31, 2014 | |
DEBT - RELATED PARTY [Abstract] | ' |
DEBT - RELATED PARTY | ' |
NOTE 8 - DEBT - RELATED PARTY | |
The Company's President has made loans of $75,000 to the Company. The loans are interest-free and due on demand. | |
As of March 31, 2014 and December 31, 2013, the balance of the note is $75,000. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2014 | |
STOCKHOLDERS' EQUITY [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 9 - STOCKHOLDERS' EQUITY | |
Common Stock | |
The share exchange agreement between NutraLiquids, Inc. as the accounting acquirer and Ehouse as the legal acquirer effective April 30, 2013 resulted in the retroactive recognition of the common stock issuance of Ehouse on inception of business of the accounting on December 14, 2010. | |
On May 3, 2012, the company received a $20,000 contribution to capital from an existing shareholder for no additional shares. | |
On July 19, 2013, the Company issued 1,000,000 shares of common stock in connection with an agreement with a finance corporation to actively seek additional financing for the company. As there was no active trading market for the company's shares, the share issuance was reflected at par value of $1,000. | |
On March 19, 2014, the Company filed an amendment to the Company's articles of incorporation with the Secretary of State of the State of Nevada, to increase the Company's authorized common stock from two hundred fifty million (250,000,000) shares of common stock, par value $0.001 per share, to seven hundred fifty million (750,000,000) shares of common stock, par value $0.001 per share. | |
On March 19, 2014, the Company entered into a consulting agreement for the consultant to provide the Company general consulting services which could include financing introductions, business development opportunities and general marketing activities. In connection with this agreement, during the three months ended March 31, 2014, the Company issued 500,000 common shares valued at $62,500. The fair value of the stock issuance was based upon the quoted closing trading price on the date of issuance. | |
Series A Preferred Stock | |
On March 18, 2014, the Company determined that it was in their best interests to file a Certificate of Designation that authorized the issuance of up to five hundred thousand (500,000) shares of a new series of preferred stock, par value $0.001 per share, designated "Series A Preferred Stock," | |
Each holder of outstanding shares of Series A Preferred Stock shall be entitled to five hundred (500) votes for each share of Series A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company; no liquidation value and no rights or dividends. | |
On March 18, 2014, the Company issued an aggregate of 500,000 shares of Series A Preferred Stock to the Company's President, Chief Executive Officer, Secretary and Treasurer, in consideration for services rendered to the Company, including for and as incentive to continue to assist and provide services to the Company. | |
Based upon the voting control obtained, the Company recorded stock based compensation of $191,131. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 10 - SUBSEQUENT EVENTS | |
The Company has evaluated all events that occurred after the balance sheet date of December 31, 2013 through May 15, 2014, the date that these financial statements were available to be issued. | |
On January 30, 2014, the Company entered into an agreement whereby the Company will issue up to $335,000 in a convertible note subject to a $35,000 original issue discount (OID). The note matures on January 30, 2016, and bears an interest rate of 0% if note is repaid on or before 90 days from the effective date. If the note is not repaid within 90 days, a one-time interest charge of 12% will be applied to the principal. The conversion price equals the lesser of $0.012 or the "Variable Conversion Price", which is 60% of the "Market Price", which is lowest trading prices for the common stock during the twenty-five (25) trading day period prior to the conversion. The Company received $32,500 proceeds on April 30, 2014. | |
On April 8, 2014, the Company entered into an agreement whereby the Company will issue up to $53,000 in a convertible note. The note matures on October 14, 2015 and bears an interest rate of 8%. The conversion price equals the "Variable Conversion Price", which is 58% of the "Market Price", which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The Company received $50,000 proceeds, less debt issue costs of $3,000 on April 16, 2014. | |
On April 7, 2014, the Company entered into an agreement whereby the Company will issue up to $112,000 in a convertible note less an original issue discount of $12,000. The note matures on October 7, 2014 and bears an interest rate of 10%. The conversion price equals the "Variable Conversion Price", which is 50% of the "Market Price", which is the lowest closing bid price for the common stock during the twenty (20) trading day period prior to the conversion. The Company received $25,000 of proceeds, on April 17, 2014; will receive $25,000 one month after execution, $25,000 two months after execution and $25,000 three months after execution. | |
Through the filing of these financial statements, the Company converted a total of approximately $23,030 in convertible debt comprised of principal and accrued interest into approximately 24,681,297 common shares. | |
BUSINESS_OPERATIONS_SUMMARY_OF1
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||
Basis of Presentation | ' | ||||
Basis of Presentation | |||||
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. | |||||
It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. | |||||
Impact of New Accounting Standards | ' | ||||
Impact of New Accounting Standards | |||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | |||||
Estimates | ' | ||||
Estimates | |||||
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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||
Furniture and Equipment | ' | ||||
Furniture and Equipment | |||||
Furniture and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of three to five years. | |||||
Net Income (Loss) Per Common Share | ' | ||||
Net Income (Loss) Per Common Share | |||||
Basic Net income (loss) per common share is computed pursuant to FASB ASC 260-10-45. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. | |||||
The computation of basic and diluted loss per share at March 31, 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||
31-Mar-14 | |||||
Convertible Debt (Exercise price - $0.001 - $0.0025/share) | 230,398,338 | ||||
Subsequent Events | ' | ||||
Subsequent Events | |||||
The Company follows the guidance in FASB ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued or available to be issued. | |||||
BUSINESS_OPERATIONS_SUMMARY_OF2
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||
Computation of Basic and Diluted Earnings Per Share | ' | ||||
The computation of basic and diluted loss per share at March 31, 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||
31-Mar-14 | |||||
Convertible Debt (Exercise price - $0.001 - $0.0025/share) | 230,398,338 | ||||
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ' | ||||||||||||
Hierarchy for Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||
The following is the major category of liabilities measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | |||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||
Derivative Liabilities | Level 3 | $ | 1,092,311 | $ | 89,372 | ||||||||
NOTE_PAYABLE_Tables
NOTE PAYABLE (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
NOTE PAYABLE [Abstract] | ' | ||||||||||||
Schedule of Notes Payable Conversion | ' | ||||||||||||
During the three months ended March 31, 2014, the Company entered into the following conversion agreements in connection with this note agreement: | |||||||||||||
Principal | Shares | Conversion | |||||||||||
Date | Converted | Issued | Price | ||||||||||
31-Jan-14 | 12,450 | 4,980,020 | 0.0025 | ||||||||||
11-Feb-14 | 10,457 | 5,228,555 | 0.002 | ||||||||||
19-Feb-14 | 7,521 | 5,489,425 | 0.0014 | ||||||||||
26-Feb-14 | 8,289 | 6,050,000 | 0.0014 | ||||||||||
4-Mar-14 | 7,953 | 6,362,400 | 0.0013 | ||||||||||
11-Mar-14 | 7,700 | 6,695,400 | 0.0012 | ||||||||||
20-Mar-14 | 7,046 | 7,045,950 | 0.001 | ||||||||||
27-Mar-14 | 6,457 | 7,421,840 | 0.0009 |
CONVERTIBLE_DEBT_Tables
CONVERTIBLE DEBT (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
CONVERTIBLE DEBT [Abstract] | ' | ||||||||
Schedule of Debt Issue Costs | ' | ||||||||
The following is a summary of the Company's debt issue costs: | |||||||||
Three months ended | Year ended | ||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Debt issue costs | 14,750 | 4,000 | |||||||
Accumulated amortization of debt issue costs | (4,372 | ) | (878 | ) | |||||
Debt issue costs - net | 10,378 | 3,122 | |||||||
Schedule of Debt Discount | ' | ||||||||
The Company amortized $71,549 and $0 during the three months ended March 31, 2014 and 2013, respectively, to amortization of debt discount expense. | |||||||||
As of | As of | ||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Debt discount | 301,500 | 53,000 | |||||||
Accumulated amortization of debt discount | (78,150 | ) | (6,601 | ) | |||||
Debt discount - net | 223,350 | 46,399 | |||||||
Fair Value of Conversion Feature | ' | ||||||||
As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follow: | |||||||||
Derivative liability - December 31, 2012 | - | ||||||||
Fair value at the commitment date for convertible instruments | 144,346 | ||||||||
Change in fair value of embedded derivative liability | (54,974 | ) | |||||||
Derivative liability - December 31, 2013 | 89,372 | ||||||||
Fair value at the commitment date for convertible notes issued during 2014 | 1,227,668 | ||||||||
Reclassification of derivative liability associated with convertible debt that ceased being a derivative liability to additional paid in capital | (293,545 | ) | |||||||
Fair value mark to market adjustment for convertible debt | 68,818 | ||||||||
1,092,313 | |||||||||
Schedule of Fair Value Assumptions | ' | ||||||||
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 March 31, 2014: | |||||||||
Assumption | Commitment Date | Remeasurement Date | |||||||
Expected dividends: | 0% | 0% | |||||||
Expected volatility: | 352.71% - 415.16% | 352.15% - 428.59% | |||||||
Expected term (years): | 0.5 - 2 years | 0.33 - 1.84 years | |||||||
Risk free interest rate: | 0.1% - .13% | 0.07% - 0.13% | |||||||
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 December 31, 2013: | |||||||||
Assumption | Commitment Date | Remeasurement Date | |||||||
Expected dividends: | 0% | 0% | |||||||
Expected volatility: | 391% | 371% | |||||||
Expected term (years): | 0.75 | 0.65 | |||||||
Risk free interest rate: | 0.13% | 0.13% | |||||||
BUSINESS_OPERATIONS_SUMMARY_OF3
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (Convertible Debt Securities [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Anti-dilutive securities | $230,398,338 |
Minimum [Member] | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Exercise price | $0.00 |
Maximum [Member] | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Exercise price | $0.00 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Derivative Liabilities | $1,092,313 | $89,372 | ' |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Derivative Liabilities | $1,092,311 | $89,372 | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | 40 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
PROPERTY AND EQUIPMENT [Abstract] | ' | ' | ' |
Office furniture purchased | $1,180 | $0 | $1,180 |
Office furniture estimated useful life | '3 years | ' | ' |
Depreciation expense | $49 | $0 | $49 |
NOTE_PAYABLE_Details
NOTE PAYABLE (Details) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Jan. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Jul. 26, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | |
Realty Capital Management Limited (the "Note") [Member] | Senior Note | ||||||
Realty Capital Management Limited (the "Note") [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, issuance date | ' | ' | ' | ' | ' | ' | 11-Jul-13 |
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | $100,000 |
Debt instrument, term after receipt of proceeds | ' | ' | ' | ' | ' | ' | '365 days |
Debt instrument, stated interest rate | ' | ' | ' | ' | ' | ' | 12.00% |
Debt instrument, frequency of periodic payments | ' | ' | ' | ' | ' | ' | 'Quarterly |
Debt instrument, number of periodic payments | ' | ' | ' | ' | ' | ' | 4 |
Debt instrument, period of time after receipt of proceeds for which 1st interest payment is due | ' | ' | ' | ' | ' | ' | '90 days |
Shares issued to lender | ' | ' | ' | ' | ' | 1,000,000 | ' |
Common stock, shares outstanding | ' | 149,563,590 | ' | 99,800,000 | 99,800,000 | ' | ' |
Debt issuance costs | ' | 10,750 | 4,000 | ' | ' | ' | 1,000 |
Common stock, par value per share (in dollars per share) | ' | $0.00 | ' | $0.00 | ' | ' | ' |
Number of shares pledged as collateral | ' | ' | ' | ' | ' | ' | 42,900,000 |
Debt instrument, conversion price per share | ' | ' | ' | ' | ' | ' | $0.00 |
Shares to be issued upon conversion of loan | ' | 100,000,000 | ' | ' | ' | ' | ' |
Proceeds from Issuance of Debt | 5,000 | ' | ' | ' | ' | ' | ' |
Derivative liability | ' | 518,396 | ' | ' | ' | ' | ' |
Convertible note balance and accrued interest | ' | $45,782 | ' | $106,152 | ' | ' | ' |
NOTE_PAYABLE_Schedule_of_Conve
NOTE PAYABLE (Schedule of Conversion Agreements) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
January 31, 2014 Conversion Agreement [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 31-Jan-14 |
Principal Converted | $12,450 |
Shares Issued | 4,980,020 |
Conversion price | $0.00 |
February 11, 2014 Conversion Agreement [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 11-Feb-14 |
Principal Converted | 10,457 |
Shares Issued | 5,228,555 |
Conversion price | $0.00 |
February 19, 2014 Conversion Agreement [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 19-Feb-14 |
Principal Converted | 7,521 |
Shares Issued | 5,489,425 |
Conversion price | $0.00 |
February 26, 2014 Conversion Agreement [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 26-Feb-14 |
Principal Converted | 8,289 |
Shares Issued | 6,050,000 |
Conversion price | $0.00 |
March 4, 2014 Conversion Agreement [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 4-Mar-14 |
Principal Converted | 7,953 |
Shares Issued | 6,362,400 |
Conversion price | $0.00 |
March 11, 2014 Conversion Agreement [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 11-Mar-14 |
Principal Converted | 7,700 |
Shares Issued | 6,695,400 |
Conversion price | $0.00 |
March 20, 2014 Conversion Agreement [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 20-Mar-14 |
Principal Converted | 7,046 |
Shares Issued | 7,045,950 |
Conversion price | $0.00 |
March 27, 2014 Conversion Agreement [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 27-Mar-14 |
Principal Converted | $6,457 |
Shares Issued | 7,421,840 |
Conversion price | $0.00 |
CONVERTIBLE_DEBT_Narrative_Det
CONVERTIBLE DEBT (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 40 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Nov. 27, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 11, 2014 | Mar. 31, 2014 | Feb. 14, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Mar. 26, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Convertible note issued on November 27, 2013 [Member] | Convertible note issued on November 27, 2013 [Member] | Convertible note issued on November 27, 2013 [Member] | Convertible note issued on January 28, 2014 [Member] | Convertible note issued on January 28, 2014 [Member] | Convertible note issued on January 31, 2014 [Member] | Convertible note issued on January 31, 2014 [Member] | Convertible note issued on January 31, 2014 [Member] | Convertible note issued on March 17, 2014 [Member] | Convertible note issued on March 17, 2014 [Member] | Convertible note issued on January 30, 2014 [Member] | Convertible note issued on January 30, 2014 [Member] | Convertible note issued on January 30, 2014 [Member] | |||||
Days | Days | Paid within 90 days of issuance date [Member] | Paid after 90 days of issuance date [Member] | ||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, issuance date | ' | ' | ' | ' | ' | 27-Nov-13 | ' | ' | 28-Jan-14 | ' | ' | 31-Jan-14 | ' | 17-Mar-14 | 30-Jan-14 | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | ' | $53,000 | ' | ' | $78,500 | ' | ' | $100,000 | ' | $45,000 | $335,000 | ' | ' |
Debt discount | 301,500 | ' | 53,000 | 301,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000 | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | ' | 27-Aug-14 | ' | ' | 30-Oct-14 | ' | ' | 31-Jul-14 | ' | 17-Mar-15 | 30-Jan-16 | ' | ' |
Debt instrument, stated interest rate | ' | ' | ' | ' | ' | 8.00% | ' | ' | 8.00% | ' | ' | 10.00% | ' | 8.00% | ' | 0.00% | 12.00% |
Debt instrument, conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' |
Debt instrument, convertible, variable conversion price, percentage of market price | ' | ' | ' | ' | ' | 58.00% | ' | ' | 58.00% | ' | ' | 25.00% | ' | 55.00% | 60.00% | ' | ' |
Debt instrument, number of days at lowest trading prices | ' | ' | ' | ' | ' | 3 | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, number of days prior to conversion | ' | ' | ' | ' | ' | '15 days | ' | ' | '15 days | ' | ' | '20 days | ' | '15 days | '25 days | ' | ' |
Proceeds from issuance of convertible notes | 248,500 | 0 | ' | 301,500 | 50,000 | ' | ' | 75,000 | ' | 50,000 | 50,000 | ' | 42,750 | ' | ' | ' | ' |
Debt issuance costs | 10,750 | 4,000 | ' | ' | 3,000 | ' | ' | 3,500 | ' | ' | ' | ' | 2,250 | ' | ' | ' | ' |
Non-cash additions to convertible notes | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock in connection with note payable | 0 | 0 | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount recorded during period | 248,500 | ' | 53,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debt, principal and accrued interest | ' | ' | ' | ' | ' | 54,463 | 53,388 | ' | 79,602 | ' | ' | 101,674 | ' | 45,138 | ' | ' | ' |
Amortization expense - debt discount | -71,549 | 0 | ' | -78,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative expense | $979,168 | $0 | ' | $1,070,514 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONVERTIBLE_DEBT_Debt_Issue_Co
CONVERTIBLE DEBT (Debt Issue Costs) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CONVERTIBLE DEBT [Abstract] | ' | ' |
Debt issue costs | $14,750 | $4,000 |
Accumulated amortization of debt issue costs | -4,372 | -878 |
Debt issue costs - net | $10,378 | $3,122 |
CONVERTIBLE_DEBT_Debt_Discount
CONVERTIBLE DEBT (Debt Discount) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CONVERTIBLE DEBT [Abstract] | ' | ' |
Debt discount | $301,500 | $53,000 |
Accumulated amortization of debt discount | -78,150 | -6,601 |
Debt discount - net | $223,350 | $46,399 |
CONVERTIBLE_DEBT_Fair_Value_of
CONVERTIBLE DEBT (Fair Value of Conversion Feature) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 40 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | |
CONVERTIBLE DEBT [Abstract] | ' | ' | ' | ' |
Derivative liability | $89,372 | ' | ' | ' |
Fair value at the commitment date for convertible instruments | 1,227,668 | ' | 144,346 | 1,227,668 |
Change in fair value of embedded derivative liability | 68,818 | 0 | -54,974 | 13,844 |
Reclassification of derivative liability associated with convertible debt that ceased being a derivative liability to additional paid in capital | -293,545 | 0 | ' | -293,545 |
Derivative liability | $1,092,313 | ' | $89,372 | $1,092,313 |
CONVERTIBLE_DEBT_Fair_Value_Me
CONVERTIBLE DEBT (Fair Value Measurement Assumptions) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Commitment Date [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Expected dividends: | 0.00% | 0.00% |
Expected volatility: | ' | 391.00% |
Expected term (years): | ' | '9 months |
Risk free interest rate: | ' | 0.13% |
Commitment Date [Member] | Minimum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Expected volatility: | 352.71% | ' |
Expected term (years): | '6 months | ' |
Risk free interest rate: | 0.10% | ' |
Commitment Date [Member] | Maximum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Expected volatility: | 415.16% | ' |
Expected term (years): | '2 years | ' |
Risk free interest rate: | 0.13% | ' |
Remeasurement Date [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Expected dividends: | 0.00% | 0.00% |
Expected volatility: | ' | 371.00% |
Expected term (years): | ' | '7 months 24 days |
Risk free interest rate: | ' | 0.13% |
Remeasurement Date [Member] | Minimum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Expected volatility: | 352.15% | ' |
Expected term (years): | '3 months 29 days | ' |
Risk free interest rate: | 0.07% | ' |
Remeasurement Date [Member] | Maximum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Expected volatility: | 428.59% | ' |
Expected term (years): | '1 year 10 months 2 days | ' |
Risk free interest rate: | 0.13% | ' |
DEBT_RELATED_PARTY_Details
DEBT - RELATED PARTY (Details) (President [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Debt instrument, face amount | ' | $75,000 |
Carrying amount | 75,000 | 75,000 |
Notes Payable, Related Party [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Debt instrument, face amount | ' | $75,000 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | 12 Months Ended | 40 Months Ended | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 19, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | |
Amendment Filed [Member] | Consulting Agreement [Member] | Realty Capital Management Limited [Member] | ||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Contribution to capital from shareholder | ' | ' | ' | $20,000 | ' | ' | ' | ' |
Shares issued to lender | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
Value of shares issued to lender | ' | ' | 1,000 | ' | ' | ' | ' | ' |
Common stock, shares authorized | 750,000,000 | ' | 750,000,000 | ' | 750,000,000 | 250,000,000 | ' | ' |
Common stock, par value per share (in dollars per share) | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' |
Issuance of common stock in exchange for services, shares | ' | ' | ' | ' | ' | ' | 500,000 | ' |
Issuance of common stock in exchange for services rendered, value | 62,500 | ' | ' | ' | ' | ' | 62,500 | ' |
Preferred stock, shares authorized | 1,000,000 | ' | 1,000,000 | ' | 1,000,000 | ' | ' | ' |
Preferred stock, par value per share | $0.00 | ' | $0.00 | ' | $0.00 | ' | ' | ' |
Preferred Stock, number of votes per share | 500 | ' | ' | ' | 500 | ' | ' | ' |
Preferred stock, shares issued | 500,000 | ' | 0 | ' | 500,000 | ' | ' | ' |
Preferred stock issued for services | $191,131 | $0 | ' | ' | $191,131 | ' | ' | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 3 Months Ended | 40 Months Ended | 1 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | 15-May-14 | Apr. 08, 2014 | Apr. 07, 2014 | Jan. 30, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||
Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount | ' | ' | ' | ' | ' | $53,000 | $112,000 | $335,000 |
Debt discount | 301,500 | ' | 301,500 | 53,000 | ' | ' | 12,000 | 35,000 |
Maturity | ' | ' | ' | ' | ' | 14-Oct-15 | 7-Oct-14 | 30-Jan-16 |
Interest rate | ' | ' | ' | ' | ' | 8.00% | 10.00% | 0.00% |
Default interest rate | ' | ' | ' | ' | ' | ' | ' | 12.00% |
Variable conversion price, percentage of market price | ' | ' | ' | ' | ' | 58.00% | 50.00% | 60.00% |
Conversion price | ' | ' | ' | ' | ' | ' | ' | $0.01 |
Proceeds from convertible notes issuance | 248,500 | 0 | 301,500 | ' | ' | 50,000 | 25,000 | 32,500 |
Debt issuance costs | 10,750 | 4,000 | ' | ' | ' | 3,000 | ' | ' |
Future monthly proceeds | ' | ' | ' | ' | ' | ' | 25,000 | ' |
Principal Converted | ' | ' | ' | ' | $23,030 | ' | ' | ' |
Shares Issued | ' | ' | ' | ' | 24,681,297 | ' | ' | ' |