Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'One2one Living Corp | ' |
Entity Central Index Key | '0001454311 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 53,537,500 |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $1,644 | $453 |
Promissory note and accrued Interest (Note 5) | 22,402 | 22,044 |
TOTAL CURRENT ASSETS | 24,046 | 22,497 |
WEB DEVELOPMENT COSTS | 362,464 | 298,316 |
TOTAL ASSETS | 386,510 | 320,813 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued liabilities | 10,330 | 3,831 |
Due to related party- Shareholder loan (Note 4) | 33,362 | 33,362 |
Promissory notes - due to related parties (Note 5) | 204,500 | 210,500 |
Convertible promissory notes (Note 6) | 204,500 | 210,500 |
Accrued liabilities - related parties & convertible notes accrued interest | 27,037 | 8,794 |
Corporate Credit Card | 20,588 | 22,377 |
TOTAL CURRENT LIABILITIES | 339,437 | 278,864 |
Capital stock (Note 11) | ' | ' |
300,000,000 shares of common stock, $0.0001 par value, Issued and outstanding 53,537,500 shares of common stock (December 31, 2011 -87,150,00) | 5,354 | 4,550 |
Additional paid-in capital | 2,313,095 | 1,027,899 |
Shares Subscribed | 430,000 | 260,000 |
Deficit accumulated during the development stage | -2,708,341 | -1,257,465 |
Accumulated other comprehensive income | 3,565 | 3,565 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 47,073 | 41,949 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 386,510 | 320,813 |
Preferred A Stock | ' | ' |
Capital stock (Note 11) | ' | ' |
Preferred stock, value | 0 | 0 |
Preferred B Stock | ' | ' |
Capital stock (Note 11) | ' | ' |
Preferred stock, value | $3,400 | $3,400 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares issued | 53,537,500 | 8,715,000 |
Common stock, shares outstanding | 53,537,500 | 8,715,000 |
Preferred A Stock | ' | ' |
Preferred stock, shares issued | 100 | ' |
Preferred stock, shares outstanding | 100 | ' |
Preferred B Stock | ' | ' |
Preferred stock, shares issued | 34,000,000 | ' |
Preferred stock, shares outstanding | 34,000,000 | ' |
Statement_of_Operations_Unaudi
Statement of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | 59 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
REVENUES | ' | ' | ' | ' | ' |
Net revenues | ' | ' | ' | ' | $4,785 |
Cost of net revenues | ' | ' | ' | ' | -5,841 |
GROSS PROFIT | ' | ' | ' | ' | -1,056 |
OPERATING EXPENSES | ' | ' | ' | ' | ' |
General and administration | 7,817 | 5,874 | 30,025 | 42,388 | 431,464 |
Consulting fees | ' | ' | 13,986 | ' | 215,709 |
Web development costs | 6,354 | ' | 28,049 | ' | 70,696 |
Management fees | 17,959 | ' | 68,594 | ' | 68,594 |
Stock based compensation | 800,000 | ' | 800,000 | ' | 800,000 |
Marketing expense | 23,274 | 35,000 | 55,386 | 41,000 | 212,345 |
Professional fees | 5,662 | ' | 22,300 | ' | 59,435 |
TOTAL OPERATING LOSS | -861,066 | -40,874 | -1,018,340 | -83,388 | -1,859,299 |
OTHER INCOME (EXPENSES) | ' | ' | ' | ' | ' |
Net investment loss | ' | ' | ' | ' | 5,287 |
Other expense | ' | -14,352 | ' | -14,352 | -98,465 |
Other income | 103 | ' | 407 | ' | 406 |
Interest income | 121 | 2,948 | 359 | 5,468 | 4,977 |
Interest expense | -6,928 | ' | -23,201 | ' | -49,441 |
Finance cost | ' | ' | -410,100 | ' | -410,100 |
Loss on deconsolidation | ' | ' | ' | ' | -301,706 |
LOSS BEFORE INCOME | -6,704 | -52,278 | -432,535 | -92,272 | -849,042 |
NET LOSS | -867,770 | -52,278 | -1,450,875 | -92,272 | -2,708,341 |
Foreign currency translation adjustment | ' | ' | ' | ' | 3,565 |
COMPREHENSIVE LOSS | ($867,770) | ($52,278) | ($1,450,875) | ($92,272) | ($2,704,776) |
BASIC LOSS PER COMMON SHARE | ($0.02) | $0 | ($0.03) | $0 | ' |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC | 49,630,435 | 87,650,000 | 49,506,975 | 87,650,000 | ' |
Statement_of_Cash_Flows_Unaudi
Statement of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 59 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
OPERATING ACTIVITIES | ' | ' | ' |
Net loss for the period | ($1,450,875) | ($92,272) | ($2,708,341) |
Depreciation | ' | ' | 1,656 |
Sale of plant and equipment | ' | ' | 4,069 |
Good will | ' | ' | 187,081 |
Additional paid in capital | ' | ' | 587,543 |
Amount due to shareholder | ' | ' | -220,084 |
Other payables | ' | ' | -220,987 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Financing costs | 410,100 | ' | 410,100 |
Stock based compensation | 800,000 | ' | 800,000 |
Amount due from a director | ' | ' | -5,119 |
Amount due to a director | ' | 3,862 | 33,362 |
Rental deposits | ' | ' | 277 |
Accrued interest | 18,242 | -5,468 | 27,037 |
Prepaid expenses | ' | 14,352 | ' |
Accruals/accounts payable | 6,498 | -933 | 30,866 |
Other loans | ' | ' | 146,753 |
NET CASH USED IN OPERATING ACTIVITIES | -216,035 | -80,459 | -925,787 |
CASH FLOW FROM INVESTING ACTIVITIES | ' | ' | ' |
Acquisition of subsidiary | ' | ' | -52,814 |
Promissory Notes | ' | -390,500 | -21,868 |
Accrued Interest - Promissory Notes | -359 | ' | -535 |
Web development costs | -64,148 | ' | -362,464 |
Purchases of trading activities | ' | ' | -1,840 |
NET CASH USED IN INVESTING ACTIVITIES | -64,507 | -390,500 | -439,521 |
CASH FLOW FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds on sale of common stock | 75,900 | 250,000 | 515,402 |
Proceeds from Preferred A & B shares - Merger | ' | ' | 3,400 |
Shares subscribed | 170,000 | 260,000 | 430,000 |
Company Credit Card | -1,788 | ' | 20,588 |
Promissory Notes - related parties | -6,000 | ' | 204,500 |
Convertible Promissory Notes | 43,620 | ' | 43,620 |
Proceeds from related parties | ' | ' | 145,877 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 281,732 | 510,000 | 1,363,387 |
NET INCREASE (DECREASE) IN CASH | 1,190 | 39,041 | -1,921 |
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS | ' | ' | 3,565 |
CASH, BEGINNING | 454 | 163 | ' |
CASH, ENDING | 1,644 | 39,204 | 1,644 |
NON CASH AND FINANCING ACTIVITIES: | ' | ' | ' |
Income taxes | ' | ' | ' |
Organization_and_Principal_Act
Organization and Principal Activities | 9 Months Ended |
Sep. 30, 2013 | |
Organization and Principal Activities [Abstract] | ' |
ORGANIZATION AND PRINCIPAL ACTIVITIES | ' |
1. ORGANIZATION AND PRINCIPAL ACTIVITIES | |
Jinmimi Network Inc. (the “Company”) was incorporated under the laws of the State of Nevada on November 13, 2008. The Company was a shell company with no substantial operations or assets. | |
Active Choice Limited (“HKAC”) was incorporated under the laws of Hong Kong with limited liability on September 26, 2008. HKAC has only nominal operations. | |
On January 6, 2009, HKAC acquired 100% of the shareholdings of Chuangding, a Shenzhen company incorporated under the laws of the People’s Republic of China on December 4, 2008, and Chuangding’s contractual controlled operating company, Jinmimi Network Technology Limited Company (“Shenzhen Jinmimi”) which was a PRC limited company established on August 4, 2008, for a consideration $147,500. | |
On January 14, 2009, the Company entered into a Purchase Agreement with HKAC and HKAC Shareholders, for a purchase price of $438,975 by delivery of promissory note. As a result, HKAC and its subsidiary, Chuangding, became the wholly-owned subsidiaries of the Company. | |
On September 16, 2010, the Company entered into a Termination of Management Consultancy Agreement with Shenzhen Jinmimi Networks Company Limited (“Shenzhen Jinmimi”) owing to unfeasible and unreasonable expenses and delay. From then on, Shenzhen Jinmimi is no longer a deemed subsidiary (Variable Interest Entity) of the Company and should be deconsolidated from the Company’s financial statement. | |
The Company and its subsidiaries (hereinafter, collectively referred to as “the Group”) were the online media company and value-added information service provider in the PRC before September 16, 2010. Afterwards, it undertakes investment consulting services for variety of Mainland China business organizations and owners. | |
On August 31, 2011, the shareholders of the Company surrendered 15,700,000 common shares to the Company for cancellation. | |
Effective May 14, 2012, the Company changes its name to One2One Living Corporation and increased its authorized capital from 10,000,000 preferred shares to 50,000,000 preferred shares and 100,000,000 common shares to 300,000,000 common shares. | |
On December 31, 2012, One2One Living Corporation, a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger dated December 31, 2012 (the “Agreement and Plan of Merger”), by and among the Company, One2One Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“One2One Acquisition Corp.”), and One2One Living Corporation, a Florida corporation (“One2One Florida”). | |
Under the terms and conditions of the Agreement and Plan of Merger, the Company sold 100 shares of Series A Preferred Stock and 34,000,000 shares of Series B Preferred Stock of the Company and in consideration for all the issued and outstanding shares in One2One Florida. Each share of Series A Preferred Stock is convertible into one share of common stock of the Company and requires the consent of the majority of the holders of Series A Preferred Stock to change the composition of the board of directors or President and Chief Executive Officer of the Company, change the Articles of Incorporation or Bylaws of the Company, or engage in merger, sale of assets, share exchange or other reorganization of the Company. Each share of Series B Preferred Stock is convertible into 5 shares of common stock and equal to 100 votes of common stock of the Company. The effect of the issuance is that One2One Florida shareholders now hold approximately 80.0% of the issued and outstanding shares of common stock of the Company. Mary Spio, the Company’s new President and Chief Executive Officer and Chairman of the Board of Directors, is the sole holder of Series A Preferred Stock and the majority holder of Series B Preferred Stock, which means that she controls the Company. Separately, One2One Acquisition Corp. merged with One2One Florida, with the effect that One2One Florida is a wholly-owned subsidiary of the Company. Articles of Merger, effecting the merger of One2One Florida and One2One Acquisition Corp., were filed with the Secretary of State of the State of Nevada on December 31, 2012, and Articles of Merger were filed with the Department of State of the State of Florida on December 31, 2012. | |
One2One Florida was incorporated on July 13, 2011, in Florida. The business of One2One Florida is now the principal business of the Company. One2One Florida is an online and mobile social community that provides single men and women what we believe is an easy and efficient way to meet people, connect and find lifestyle resources such as local events, singles-friendly venues and travel. One2One Florida’s mission is to connect single men and women through shared interests and the things they like to do. The One2One software provides a lifestyle optimized search engine designed to easily discover or find people, places, events, activities and things to do for singles. | |
Pursuant to a Stock Redemption Agreement dated December 31, 2012, Brain Cohen, who served as President and Chief Executive Officer, Secretary, Treasurer and Director from November 3, 2011 until December 31, 2012, the Company redeemed from Mr. Cohen 42,150,000 shares of common stock of the Company for an aggregate redemption price of $45.15 and a mutual release of claims with the Company, the effect of which is that Mr. Cohen holds no shares of common stock or any other securities of the Company immediately following the redemption. |
Uncertainty_of_Ability_to_Cont
Uncertainty of Ability to Continue As a Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Uncertainty of Ability to Continue as a Going Concern [Abstract] | ' |
UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN | ' |
2. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN | |
The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from shareholders. | |
For the nine months ended September 30, 2013, the Company since inception has generated virtual no revenues and has incurred an accumulated deficit $2,708,341. As of September 30, 2013, its current assets were in deficit to its current liabilities by $315,391 which may not be sufficient to pay for the operating expenses in next 12 months. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern. | |
Unaudited Financial Statements | |
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2012. The unaudited financial statements should be read in conjunction with those financial statements. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Summary of Significant Accounting Policies [Abstract] | ' | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Method of Accounting | ||||
The Group maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The consolidated financial statements and notes are representations of management. Accounting policies adopted by the Group conform to generally accepted accounting principles in the United States of America (“US GAAP”) and have been consistently applied in the presentation of consolidated financial statements. | ||||
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Group’s principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC and Hong Kong, the accounting standards used in the places of their domicile. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company's subsidiaries to present them in conformity with US GAAP. | ||||
Principles of consolidation | ||||
The Company consolidates its subsidiaries and the entities it controls through a majority voting interest or otherwise, including entities that are variable interest entities (“VIEs”) for which the Company is the primary beneficiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation” (“ACS 810”). The provisions of ASC 810 have been applied respectively to all periods presented in the consolidated financial statements. | ||||
Use of estimates | ||||
The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates. | ||||
Property, plant and equipment | ||||
Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows: | ||||
Office equipment | 5 years | |||
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. | ||||
Goodwill | ||||
Goodwill represents the excess of the cost of an acquisition over the fair value of the net acquired identifiable assets at the date of acquisition. Goodwill is included in intangible assets and no amortization is provided. | ||||
Goodwill is tested annually for impairment. See Note 8 for impairment of goodwill. | ||||
Accounting for the impairment of long-lived assets | ||||
The Group periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in ASC No. 360, “Property, Plant and Equipment”. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose. During the reporting periods, there was no impairment loss. | ||||
Cash and cash equivalents | ||||
The Group considers all highly liquid investments purchased with original maturities of twelve months or less to be cash equivalents. The Group maintains bank accounts in Hong Kong and the PRC. Since the management closed down the subsidiaries in Hong Kong and the PRC, the cash balance of the subsidiaries has been written off as a loss. | ||||
Marketing and Advertising | ||||
The Group expensed all advertising costs as incurred. Advertising expenses included in the marketing expense for the six months ended September 30, 2013 and year ended December 31, 2012 were $32,111 and $126,172 respectively. | ||||
Income taxes | ||||
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. | ||||
The Company income tax rate for the nine months ended September 30, 2013 and the year ended December 31, 2012 are 35%. | ||||
Stock-based compensation | ||||
On April 1, 2013, the Company adopted FASB ASC 718-10, “Compensation-Stock Compensation,” under this method, compensation cost recognized for the year ended May 31, 2007 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of May 31, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to April 1, 2013, based on the grant-date fair value estimated in accordance with the provisions of FASB ASC 718-10. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of FASB ASC 718-10. The results for the prior periods were not restated. | ||||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | ||||
Comprehensive income | ||||
Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other consolidated financial statements. The Group’s current component of other comprehensive income is the foreign currency translation adjustment. | ||||
Stock dividends and stock splits | ||||
Stock dividends represent neither an actual distribution of the assets of the Company nor a promise to distribute those assets. Stock dividend is not considered a legal liability or a taxable transaction. The stock dividends have been processed by Financial Industry Regulatory Authority (“FINRA”) as a stock split of one-for-10.5 shares and therefore the Company will record this as stock split. The record date for this transaction was September 26, 2011 and the payable date was October 5, 2011. The Company will round-up fractional shares and the additional shares will be mailed out to shareholders of record. On October 5, 2011, the common stock was increased from 8,300,000 shares to 87,150,000 shares. On December 31, 2012 the Company redeemed from the former President of the Company 42,150,000 shares of common stock of the Company for an aggregate redemption price of $45.15 and a mutual release of claims with the Company, the effect of which is that the former President holds no shares of common stock or any other securities of the Company immediately following the redemption. | ||||
Earnings per share | ||||
Basic earnings per share, which includes no dilution, is computed by dividing income available to common stockholders by the weighted-average number of shares outstanding for the period. In contrast, diluted earnings per share consider the potential dilution that could occur from other financial increase the total number of outstanding shares of common stock. | ||||
Website Development Costs | ||||
The Company accounts for its Development Costs in accordance with ASC-350-50, “Accounting for Website Development Costs.” The Company’s website comprises multiple features and offerings that are currently developed with on-going refinements. In connection with the development of its products, the Company has incurred external costs for hardware, software, and consulting services, and internal costs for payroll and related expenses of its technology directly involved in the development. All hardware costs are capitalized as fixed assets. Purchased software will be capitalized in accordance with ASC codification 350-50-25 related to accounting for the costs of computer software developed or obtained for internal use. All other costs are reviewed to determine whether they should be capitalized or expensed. | ||||
Recently implemented standards | ||||
In January 2011, the FASB issued ASU 2011-01, “Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20”, which temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, for public entities. The delay is intended to allow the FASB time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. | ||||
The deferral in ASU 2011-01 is effective January 19, 2011 (date of issuance). | ||||
In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. A provision in ASU 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU 2010-20. The adoption of ASU 2011-02 is not expected to have a material impact on the Company’s financial condition or results of operations. | ||||
In April 2011, the FASB issued ASU 2011-03, Consideration of Effective Control on Repurchase Agreements, which deals with the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 changes the rules for determining when these transactions should be accounted for as financings, as opposed to sales. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of ASU 2011-03 is not expected to have a material impact on the Company’s financial condition or results of operation. | ||||
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve CommonFair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies some existing concepts, eliminates wording differences between U.S. GAAP and IFRS, and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position. | ||||
In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position. However, it will impact the presentation of comprehensive income. | ||||
In September 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and non-public, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350,Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for non-public entities, have not yet been made available for issuance. | ||||
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-10, Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification. ASU No. 2011-10 is intended to resolve the diversity in practice about whether the guidance in Subtopic 360-20, Property, Plant, and Equipment—Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10, Consolidation—Overall) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. This Update does not address whether the guidance in Subtopic 360-20 would apply to other circumstances when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate. ASU 2011-10 should be applied on a prospective basis to deconsolidation events occurring after the effective date; with prior periods not adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities. For public entities, ASU 2011-10 is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. For non-public entities, ASU 2011-10 is effective for fiscal years ending after December 15, 2013, and interim and annual periods thereafter. Early adoption is permitted. | ||||
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. ASU No. 2011-11 is intended to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. | ||||
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU No. 2011-11 is intended to supersede certain pending paragraphs in Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the Board time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous consolidated financial statement or in two separate but consecutive consolidated financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Non-public entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. |
Amount_Due_to_a_Former_Directo
Amount Due to a Former Director - Related Party | 9 Months Ended |
Sep. 30, 2013 | |
Amount Due to a Former Director Related Party [Abstract] | ' |
AMOUNT DUE TO A FORMER DIRECTOR - RELATED PARTY | ' |
4. AMOUNT DUE TO A FORMER DIRECTOR –RELATED PARTY | |
Amount due to a former director is unsecured, interest-free, and repayable on demand. As of September 30, 2013 the amount outstanding is $33,362. |
Promissory_Notes_Due_to_Relate
Promissory Notes - Due to Related Party | 9 Months Ended |
Sep. 30, 2013 | |
Promissory Notes/Loans - Due to/from Related Party [Abstract] | ' |
PROMISSORY NOTES - DUE TO RELATED PARTY | ' |
5. PROMISSORY NOTES – DUE TO RELATED PARTY | |
During the period ended December 31, 2011, the Company has received $135,000 as a loan from three related parties to the Company. The loans bear an interest rate of 15% and are unsecured. Three loans totalling $135,000 ($100,000 – due May 21, 2012 and $25,000- due December 1, 2012 and $10,000 – due October 14, 2012) in addition to the 15% interest rate (no early payment discount on interest), two of the lenders will also receive 50,000 and 12,500 shares of common stock of the Company respectively. | |
During the year ended December 31, 2012 Company paid back $25,000 in loans and paid $17,300 in interest. In addition the Company received $75,500 in new loans from related parties. During the nine months period ended September 30, 2013 the Company paid back $31500 in loan. In addition the Company received $25,500 in new related party loans. Of the $204,500 loans outstanding, $29,000 are unsecured, with no interest rate and no set repayment date, $150,000 are unsecured, with an interest rate of 15% ($100,000 due November 23, 2013 and $25,000 due December 1, 2013 and $25,000 December 16, 2013); and $10,500 is unsecured with an interest rate of 5% and is due on March 3, 2014; $15,000 is unsecured and with an interest rate of 8% and is due April 11, 2014.. | |
As of September 30, 2013 there were $204,500 in outstanding related party loans and accrued interest of $25,968. |
Convertible_Promissory_Notes
Convertible Promissory Notes | 9 Months Ended | |
Sep. 30, 2013 | ||
Convertible Promissory Notes [Abstract] | ' | |
CONVERTIBLE PROMISSORY NOTES | ' | |
6. CONVERTIBLE PROMISSORY NOTES | ||
On May 10, 2013 the Company issued a Convertible Promissory Note for $75,000 for a period of one year at annual interest rate of 8% and to be payable on the due date. The Holder shall have the right, from and after the issuance of the Note and then at any time at the Holder’s option, to convert, in whole or in part, the then outstanding balance of the Principal Amount of the Note and at the Holder’s election, the interest accrued on the Note. The Conversion price shall be $0.025. | ||
On June 10, 2013, the Company issued 3,000,000 shares of common stock at a price of $0.025 per share on settlement of Convertible Promissory Note for $75,000 at $0.025 per share. The difference between the estimated fair value of the common shares issued at and the amount of debt settled totaling $405,000 was recorded as a finance cost during the period. As of September 30, 2013 $773 of interest had accrued. | ||
On August 8, 2013 the Company issued a Convertible Promissory Note for $37,500 for a period of nine months at annual interest rate of 8% and to be payable on the due date May 14, 2014 The Company has the option to prepay the Convertible Promissory Note up to 180 days of issuance with the following conditions; | ||
· | Amount equal 115% multiplied by the principal and accrued interest within the first 30 days; | |
· | Amount equal 120% multiplied by the principal and accrued interest within the first 60 days; | |
· | Amount equal 125% multiplied by the principal and accrued interest within the first 90 days; | |
· | Amount equal 130% multiplied by the principal and accrued interest within the first 120 days; | |
· | Amount equal 135% multiplied by the principal and accrued interest within the first 150 days; | |
· | Amount equal 140% multiplied by the principal and accrued interest within the first 180 days; | |
The Conversion price shall be a 42% discount to Market Price of the Company’s common stock. Market price is defined the lowest trading price of the Company’s common stock during the 10 trading days prior to the conversion date. | ||
On September 9, 2013 the Company issued a Convertible Promissory Note for $5,300 for a period of one year at annual interest rate of 5% and to be payable on the due date. The Holder shall have the right, from and after the issuance of the Note and then at any time at the Holder’s option, to convert, in whole or in part, the then outstanding balance of the Principal Amount of the Note and at the Holder’s election, the interest accrued on the Note. The Conversion price shall be $0.025. | ||
On September 11, 2013 the Company issued a Convertible Promissory Note for $820 for a period of one year at annual interest rate of 5% and to be payable on the due date. The Holder shall have the right, from and after the issuance of the Note and then at any time at the Holder’s option, to convert, in whole or in part, the then outstanding balance of the Principal Amount of the Note and at the Holder’s election, the interest accrued on the Note. The Conversion price shall be $0.025. | ||
As of September 30, 2013 there were $43,620 in outstanding Convertible Promissory Notes and accrued interest of $1,069. |
Promissory_NotesLoans_Due_From
Promissory Notes/Loans - Due From Related Party | 9 Months Ended |
Sep. 30, 2013 | |
Promissory Notes/Loans - Due to/from Related Party [Abstract] | ' |
PROMISSORY NOTES/LOANS - DUE FROM RELATED PARTY | ' |
7. PROMISSORY NOTES/LOANS - DUE FROM RELATED PARTY | |
During the year ended December, 2012 the Company advanced $21,868 in loans. Of the $21,868 loans outstanding, $9,868 is unsecured, interest free and repayable on demand. Of the remaining outstanding loan of $12,000 it is unsecured, with an interest rate of 4% and is due on September 17, 2013, and has accrued $414 in interest. As of September 30, 2013 there were $21,868 in outstanding Promissory Notes/Loans and have accrued $535 in interest. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2013 | |
Goodwill [Abstract] | ' |
Goodwill | ' |
8. GOODWILL | |
On January 14, 2009, the Company acquired 100% interest of HKAC for $438,975. Including in this acquisition was the primary beneficiary status of HKAC derived from a Variable Interest Entity, Shenzhen Jinmimi Technology Company Limited. Goodwill represents the excess of the cost of the purchases over the fair value of the net acquired identifiable assets at the date of acquisition. The goodwill was derived from the primary beneficiary status of VIE, Shenzhen Jinmimi Technology Company Limited, which comprised of the actual operation and assets and liabilities. The entire goodwill has been written off when the Company performed the deconsolidation of Shenzhen Jinmimi Technology Company Limited according to the Termination of Management Consultancy Agreement signed on September 16, 2010. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value of Financial Instruments [Abstract] | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' |
9. FAIR VALUE OF FINANCIAL INSTRUMENTS | |
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, trade receivables, amount due from a director, other receivables, amount due to a shareholder and other payables, approximate their fair values because of the short maturity of these instruments and market rates of interest. |
Material_Committments
Material Committments | 9 Months Ended | |
Sep. 30, 2013 | ||
Material Commitments [Abstract] | ' | |
MATERIAL COMMITTMENTS | ' | |
10. MATERIAL COMMITTMENTS | ||
A. | On April 1, 2013 the Company entered into a Consulting Agreement with Venetian Investment Partners LLC, for a term of twelve-months (April 1, 2014) to Consult and provide the following services; | |
· | Raise between up to $500,000 in capital within a 180 days; | |
· | Initiate and manage relationships to increase value of the Company; | |
· | Provide marketing and promotional experience to assist the Company in its growth stage; | |
· | Provide such other advice, assistance, or services as may be reasonably requested from the Company as mutually agreed upon by the Consultant and Company. | |
The Company has agreed to the following compensation during the term of the agreement (no shares have been issued as of September 30, 2013; | ||
· | 500,000 shares of common stock at the signing of the consulting agreement; | |
· | 500,000 shares of common stock once first $100,000 is raised for the Company; | |
· | 1,000,000 shares of common stock once an additional $400,000 is raised for the Company; | |
· | 2,500,000 warrants at $0.075 once $500,000 is raised for the Company; | |
· | 2,500,000 warrants at $0.10 once $500,000 is raised for the Company. | |
B. | On April 1, 2013 the Company entered into a Consulting Agreement with Crystal Global Consulting Inc., for a term of twelve-months (April 1, 2014) to Consult and provide the following services; | |
· | Raise between up to $500,000 to $1,000,000 in capital within a 12 months; | |
· | Initiate and manage relationships to increase value of the Company; | |
· | Provide marketing and promotional experience to assist the Company in its growth stage; | |
· | Provide such other advice, assistance, or services as may be reasonably requested from the Company as mutually agreed upon by the Consultant and Company. | |
The Company has agreed to the following compensation during the term of the agreement; | ||
· | 500,000 shares of common stock to be issued at market value at the time a minimum of $500,000 is raised for the Company. | |
C. | On April 2, 2013 the Company entered into a Consulting Agreement with Alliance International Capital Management Group, Ltd., (“Alliance”) until October 1, 2013. The nature of services to be provided by the Consultant to the Company includes the following: | |
· | Provide marketing of the company’s business and products; | |
· | Provide business development assistance including terms of possible transactions and suggestions during negotiations; | |
· | Provide sales and marketing assistance through the development of business models and sales strategy; | |
· | Provide advice regarding financing, review of proposed berm sheets, capitalization planning and, where appropriate, participate in negotiations; | |
· | Provide strategic consulting regarding, product planning, marketing development, public relations and introductions to potential strategic partners. | |
The Company shall issue up to 5,000,000 million restricted common shares. The restrict shares were issued during the period ending September 30, 2013. | ||
D. | On June 17, 2013 the Company entered into a Consulting Agreement with Alliance International Capital Management Group, Ltd., and continue until June 16, 2014. The nature of the services to be provided in funding and financing for the Company through the exercise of Common Stock Options. Under the terms of the Agreement the Company will issue 10,000,000 stock options at $0.05 per share. Subsequent to the period on October 18, 2013 Alliance agreed to cancel its option to purchase 10,000,000 stock options at $0.05 per share. | |
E. | On September 13, 2013 the entered into a Professional Services Agreement with Greentree Financial Group, Inc. to perform the following services: | |
· | Assist the company with compliance filings (form 10-Q or 10-K) for the next 12 months (September 14, 2013); | |
· | Assist the Company in preparing current reports on Form 8-K; | |
· | Assist the Company in preparing information statements on Form 14-C or 14-A if any; | |
· | Provide the Company with EDGAR filings aforementioned documents as well as Forms 3, 4 and 5 and XBRL; | |
The Company has agreed to pay Greentree for its services a professional service fee of 1,000,000 restricted shares of the Company’s stock plus 250,000 two-year warrants with a exercise price of $0.05 per share. As of September 30, 2013 the shares and warrants had not been issued. |
Capital_Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2013 | |
Capital Stock [Abstract] | ' |
CAPITAL STOCK | ' |
11. CAPITAL STOCK | |
Share Capital | |
On May 14, 2012 the Company increase total authorized share capital on Preferred Stock from 10,000,000 to 50,000,000 and on Common Stock from 100,000,000 to 300,000,000. Par value of $0.0001 remains unchanged. | |
The Company declared a stock dividend of 9.5 shares for each share of common stock on September 26, 2011 and executed on October 5, 2011. The company will round-up fractional shares and the additional shares will be mailed out to shareholders of record. | |
On November 3, 2011, the Company’s two controlling shareholders, Liu Changze and Li Xi, sold their shares to Brian Cohen and then Brian Cohen is representing 51.8% of the Company’s interest and appointed as a new director of the Company. | |
Pursuant to a Stock Redemption Agreement dated December 31, 2012, Brain Cohen, who served as President and Chief Executive Officer, Secretary, Treasurer and Director from November 3, 2011 until December 31, 2012, the Company redeemed from Mr. Cohen 42,150,000 shares of common stock of the Company for an aggregate redemption price of $45.15 and a mutual release of claims with the Company, the effect of which is that Mr. Cohen holds no shares of common stock or any other securities of the Company immediately following the redemption. | |
On December 31, 2012, we completed a reverse acquisition transaction through a reverse-triangular merger with One2One Florida whereby issued 100 shares of Series A Preferred Stock at $0.0001 per share ($0.01) and 34,000,000 shares of Series B Preferred Stock at $0.0001 per share ($3,400) of the Company and in consideration for all the issued and outstanding shares in One2One Florida. | |
Private Placements | |
In November 2008 the Company issued 20,000,000 founder shares of common stock at a purchase price of $0.0001 per share with aggregate proceeds of $2,000. | |
In January 2009 the Company issued 4,000,000 shares to 40 shareholders of common stock at $0.025 per share with aggregate proceeds of $100,000. | |
On March 6, 2012, the Company offered and sold 500,000 shares of common stock of the Company at a purchase price of $0.50 per share, for aggregate proceeds of $250,000. | |
During the period between August 8, 2012 and September 30, 2012, the Company received $260,000 towards a planned private placement of Units to be offered at $0.19 per unit with each unit consisting of one common share, for net proceeds to the Company of $260,000, total common shares to be issued 1,368,421. | |
On January 18, 2013 the Company received $900 towards a planned private placement of Units to be offered at $0.024 per unit with each unit consisting of one common share, for net proceeds to the Company of $900, total common shares to be issued 37,500. The difference between the estimated fair value of the common shares issued at and the value of the shares issued totalled $5,100 was recorded as a finance cost during the period. | |
On February 2, 2013 the Company received $40,000 towards a planned private placement of Units to be offered at $0.20 per unit with each unit consisting of one common share, for net proceeds to the Company of $40,000, total common shares to be issued 200,000. | |
On June 17, 2013 the Company received $98,000 towards a planned private placement of Units to be offered at $0.16 per unit with each unit consisting of one common share, for net proceeds to the Company of $98,000, total common shares to be issued 612,500. | |
On June 23, 2013 the Company received $25,000 towards a planned private placement of Units to be offered at $0.16 per unit with each unit consisting of one common share, for net proceeds to the Company of $25,000, total common shares to be issued 156,250. | |
On September 18, 2013 the Company received $7,000 towards a planned private placement of Units to be offered at $0.005 per unit with each unit consisting of one common share, for net proceeds to the Company of $7,000, total common shares to be issued 1,400,000. | |
Other issuances | |
On June 10, 2013, the Company issued 3,000,000 shares of common stock at a price of $0.025 per share on settlement of Convertible Promissory Note for $75,000. The difference between the estimated fair value of the common shares issued at and the amount of debt settled totaling $405,000 was recorded as a finance cost during the period (refer to Note 10). | |
On July 17, 2013, the Company issued 5,000,000 shares of common stock in lieu of cash as per a consulting Agreement signed on April 2, 2013 with Alliance International Capital Management Group, Ltd. The estimated fair value of the common shares issued at time of the signed agreement was $800,000 was recorded as a stock-based compensation during the period (refer to Note 10). | |
Preferred Stock Conversion Provisions | |
Each share of Series A Preferred Stock is convertible into one share of common stock of the Company and requires the consent of the majority of the holders of Series A Preferred Stock to change the composition of the board of directors or President and Chief Executive Officer of the Company, change the Articles of Incorporation or Bylaws of the Company, or engage in merger, sale of assets, share exchange or other reorganization of the Company. Each share of Series B Preferred Stock is convertible into 5 shares of common stock and equal to 100 votes of common stock of the Company. The effect of the issuance is that One2One Florida shareholders now hold approximately 80.0% of the issued and outstanding shares of common stock of the Company. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
12. SUBSEQUENT EVENTS | |
On October 1, 2013 the Company received $10,000 towards a planned private placement of Units to be offered at $0.02 per unit with each unit consisting of one common share, for net proceeds to the Company of $10,000, total common shares to be issued 500,000 and a two (2) year warrant for 300,000 at an exercise price of $0.05 per share. | |
On October 18, 2013 Alliance agreed to cancel its option to purchase 10,000,000 stock options at $0.05 per share. (refer to Note 10) | |
On November 1, 2013 the Company issued a Convertible Promissory Note for $25,000 for a period of one year at annual interest rate of 5% and to be payable on the due date. The Holder shall have the right, from and after the issuance of the Note and then at any time at the Holder’s option, to convert, in whole or in part, the then outstanding balance of the Principal Amount of the Note and at the Holder’s election, the interest accrued on the Note. The Conversion price shall be $0.025. | |
The Company has evaluated all other subsequent events through November 14, 2013 except aforementioned subsequent event, the date these consolidated financial statements were issued, and determined that there were no other subsequent events or transactions that require recognition or disclosures in the consolidated financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Summary of Significant Accounting Policies [Abstract] | ' | |||
Method of accounting | ' | |||
Method of Accounting | ||||
The Group maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The consolidated financial statements and notes are representations of management. Accounting policies adopted by the Group conform to generally accepted accounting principles in the United States of America (“US GAAP”) and have been consistently applied in the presentation of consolidated financial statements. | ||||
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Group’s principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC and Hong Kong, the accounting standards used in the places of their domicile. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company's subsidiaries to present them in conformity with US GAAP. | ||||
Principles of consolidation | ' | |||
Principles of consolidation | ||||
The Company consolidates its subsidiaries and the entities it controls through a majority voting interest or otherwise, including entities that are variable interest entities (“VIEs”) for which the Company is the primary beneficiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation” (“ACS 810”). The provisions of ASC 810 have been applied respectively to all periods presented in the consolidated financial statements. | ||||
Use of estimates | ' | |||
Use of estimates | ||||
The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates. | ||||
Property, plant and equipment | ' | |||
Property, plant and equipment | ||||
Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows: | ||||
Office equipment | 5 years | |||
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. | ||||
Goodwill | ' | |||
Goodwill | ||||
Goodwill represents the excess of the cost of an acquisition over the fair value of the net acquired identifiable assets at the date of acquisition. Goodwill is included in intangible assets and no amortization is provided. | ||||
Goodwill is tested annually for impairment. See Note 8 for impairment of goodwill. | ||||
Accounting for the impairment of long-lived assets | ' | |||
Accounting for the impairment of long-lived assets | ||||
The Group periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in ASC No. 360, “Property, Plant and Equipment”. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose. During the reporting periods, there was no impairment loss. | ||||
Cash and cash equivalents | ' | |||
Cash and cash equivalents | ||||
The Group considers all highly liquid investments purchased with original maturities of twelve months or less to be cash equivalents. The Group maintains bank accounts in Hong Kong and the PRC. Since the management closed down the subsidiaries in Hong Kong and the PRC, the cash balance of the subsidiaries has been written off as a loss. | ||||
Marketing and Advertising | ' | |||
Marketing and Advertising | ||||
The Group expensed all advertising costs as incurred. Advertising expenses included in the marketing expense for the six months ended September 30, 2013 and year ended December 31, 2012 were $32,111 and $126,172 respectively. | ||||
Income taxes | ' | |||
Income taxes | ||||
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. | ||||
The Company income tax rate for the nine months ended September 30, 2013 and the year ended December 31, 2012 are 35%. | ||||
Stock-based compensation | ' | |||
Stock-based compensation | ||||
On April 1, 2013, the Company adopted FASB ASC 718-10, “Compensation-Stock Compensation,” under this method, compensation cost recognized for the year ended May 31, 2007 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of May 31, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to April 1, 2013, based on the grant-date fair value estimated in accordance with the provisions of FASB ASC 718-10. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of FASB ASC 718-10. The results for the prior periods were not restated. | ||||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | ||||
Comprehensive income | ' | |||
Comprehensive income | ||||
Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other consolidated financial statements. The Group’s current component of other comprehensive income is the foreign currency translation adjustment. | ||||
Stock dividends and stock splits | ' | |||
Stock dividends and stock splits | ||||
Stock dividends represent neither an actual distribution of the assets of the Company nor a promise to distribute those assets. Stock dividend is not considered a legal liability or a taxable transaction. The stock dividends have been processed by Financial Industry Regulatory Authority (“FINRA”) as a stock split of one-for-10.5 shares and therefore the Company will record this as stock split. The record date for this transaction was September 26, 2011 and the payable date was October 5, 2011. The Company will round-up fractional shares and the additional shares will be mailed out to shareholders of record. On October 5, 2011, the common stock was increased from 8,300,000 shares to 87,150,000 shares. On December 31, 2012 the Company redeemed from the former President of the Company 42,150,000 shares of common stock of the Company for an aggregate redemption price of $45.15 and a mutual release of claims with the Company, the effect of which is that the former President holds no shares of common stock or any other securities of the Company immediately following the redemption. | ||||
Earnings per share | ' | |||
Earnings per share | ||||
Basic earnings per share, which includes no dilution, is computed by dividing income available to common stockholders by the weighted-average number of shares outstanding for the period. In contrast, diluted earnings per share consider the potential dilution that could occur from other financial increase the total number of outstanding shares of common stock. | ||||
Website Development Costs | ' | |||
Website Development Costs | ||||
The Company accounts for its Development Costs in accordance with ASC-350-50, “Accounting for Website Development Costs.” The Company’s website comprises multiple features and offerings that are currently developed with on-going refinements. In connection with the development of its products, the Company has incurred external costs for hardware, software, and consulting services, and internal costs for payroll and related expenses of its technology directly involved in the development. All hardware costs are capitalized as fixed assets. Purchased software will be capitalized in accordance with ASC codification 350-50-25 related to accounting for the costs of computer software developed or obtained for internal use. All other costs are reviewed to determine whether they should be capitalized or expensed. | ||||
Recently implemented standards | ' | |||
Recently implemented standards | ||||
In January 2011, the FASB issued ASU 2011-01, “Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20”, which temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, for public entities. The delay is intended to allow the FASB time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. | ||||
The deferral in ASU 2011-01 is effective January 19, 2011 (date of issuance). | ||||
In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. A provision in ASU 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU 2010-20. The adoption of ASU 2011-02 is not expected to have a material impact on the Company’s financial condition or results of operations. | ||||
In April 2011, the FASB issued ASU 2011-03, Consideration of Effective Control on Repurchase Agreements, which deals with the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 changes the rules for determining when these transactions should be accounted for as financings, as opposed to sales. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of ASU 2011-03 is not expected to have a material impact on the Company’s financial condition or results of operation. | ||||
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve CommonFair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies some existing concepts, eliminates wording differences between U.S. GAAP and IFRS, and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position. | ||||
In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position. However, it will impact the presentation of comprehensive income. | ||||
In September 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and non-public, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350,Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for non-public entities, have not yet been made available for issuance. | ||||
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-10, Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification. ASU No. 2011-10 is intended to resolve the diversity in practice about whether the guidance in Subtopic 360-20, Property, Plant, and Equipment—Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10, Consolidation—Overall) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. This Update does not address whether the guidance in Subtopic 360-20 would apply to other circumstances when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate. ASU 2011-10 should be applied on a prospective basis to deconsolidation events occurring after the effective date; with prior periods not adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities. For public entities, ASU 2011-10 is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. For non-public entities, ASU 2011-10 is effective for fiscal years ending after December 15, 2013, and interim and annual periods thereafter. Early adoption is permitted. | ||||
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. ASU No. 2011-11 is intended to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. | ||||
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU No. 2011-11 is intended to supersede certain pending paragraphs in Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the Board time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous consolidated financial statement or in two separate but consecutive consolidated financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Non-public entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Summary of Significant Accounting Policies [Abstract] | ' | ||
Summary of estimated useful lives of the plant and equipment | ' | ||
Office equipment | 5 years |
Organization_and_Principal_Act1
Organization and Principal Activities (Details) (USD $) | 1 Months Ended | 12 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||
Aug. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | 14-May-12 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 04, 2008 | Jan. 14, 2009 | Jan. 06, 2009 | Dec. 31, 2012 | Nov. 03, 2011 | |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | HKAC [Member] | HKAC [Member] | HKAC [Member] | Mr. Cohen [Member] | Mr. Cohen [Member] | |||||
Organization and Principal Activities (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage ownership acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | 51.80% |
Consideration on company | ' | ' | ' | ' | ' | ' | ' | ' | $147,500 | ' | ' | ' | ' |
Purchase price against promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | $438,975 | ' | ' | ' |
Preferred stock shares authorized prior to amendment | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | 50,000,000 | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares authorized prior to amendment | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | 300,000,000 | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | 100 | ' | 34,000,000 | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' | ' | 100 | ' | 34,000,000 | ' | ' | ' | ' | ' |
Preferred stock convertible into shares of common stock | ' | ' | ' | ' | 1 | ' | 5 | ' | ' | ' | ' | ' | ' |
Description of votes of common stock | ' | ' | ' | ' | ' | ' | 'Each share of Series B Preferred Stock is convertible into 5 shares of common stock and equal to 100 votes of common stock of the Company. | ' | ' | ' | ' | ' | ' |
Percentage of company's holding with shareholders | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' |
Company redeemed shares of common stock | ' | 42,150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate redemption price, per share | ' | $45.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45.15 | ' |
Cancellation of common stock | 15,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Uncertainty_of_Ability_to_Cont1
Uncertainty of Ability to Continue As a Going Concern (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Uncertainty of Ability to Continue as a Going Concern (Textual) | ' | ' |
Deficit accumulated during the development stage | $2,708,341 | $1,257,465 |
Working capital deficit | $315,391 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (Office equipment [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Office equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life, office equipment | '5 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) (USD $) | 0 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 05, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Summary of Significant Accounting Policies (Textual) | ' | ' | ' | ' |
Company redeemed shares of common stock | ' | ' | ' | 42,150,000 |
Aggregate redemption price, per share | ' | ' | ' | $45.15 |
Advertisement expenses | ' | $32,111 | ' | $126,172 |
Enterprise income tax rate under PRC | ' | ' | 35.00% | 35.00% |
Number of common stock before additional shares issued | 8,300,000 | ' | ' | ' |
Stock split determined by FINRA | ' | ' | 'one-for-10.5 shares | ' |
Increase in shares after stock split | 87,150,000 | ' | ' | ' |
Mr. Cohen [Member] | ' | ' | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' | ' | ' |
Aggregate redemption price, per share | ' | ' | ' | $45.15 |
Amount_Due_to_a_Former_Directo1
Amount Due to a Former Director - Related Party (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Amount due to Former director related party (Textual) | ' | ' |
Due to former director | $33,362 | $33,362 |
Promissory_Notes_Due_to_Relate1
Promissory Notes - Due to Related Party (Details) (USD $) | 12 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||||
Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 11, 2013 | Sep. 09, 2013 | Aug. 08, 2013 | 10-May-13 | |
Relatedparty | Promissory Note One [Member] | Promissory Note One [Member] | Promissory Note Two [Member] | Promissory Note Two [Member] | Promissory Note Three [Member] | Promissory Note Four [Member] | Promissory Note Five [Member] | Unsecured Debt [Member] | Unsecured Debt One [Member] | Unsecured Debt One [Member] | Unsecured Debt One [Member] | Unsecured Debt One [Member] | Unsecured Debt Two [Member] | Unsecured Debt Three [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | |||
Lender | November 23, 2013 [Member] | December 1, 2013 [Member] | December 16, 2013 [Member] | ||||||||||||||||||
Promissory Note Due to Related Party (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loans in advance | $135,000 | ' | ' | ' | $100,000 | ' | $25,000 | $10,000 | $75,500 | $25,500 | $29,000 | $150,000 | $100,000 | $25,000 | $25,000 | $10,500 | $15,000 | ' | ' | ' | ' |
Number of related parties | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration Date Promissory Notes | ' | ' | ' | ' | 21-May-12 | ' | 1-Dec-12 | 14-Oct-12 | ' | ' | ' | ' | 23-Nov-13 | 1-Dec-13 | 16-Dec-13 | 3-Mar-14 | 11-Apr-14 | ' | ' | ' | ' |
Interest rate on promissory notes | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 15.00% | ' | ' | ' | 5.00% | 8.00% | 5.00% | 5.00% | 8.00% | 8.00% |
Number of lender | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to lender one | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to lender two | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of principal amount | ' | ' | ' | 25,000 | ' | 31,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of interest amount | ' | ' | ' | 17,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued liabilities | ' | $27,037 | $8,794 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Promissory_Notes_D
Convertible Promissory Notes (Details) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 11, 2013 | Sep. 09, 2013 | Aug. 08, 2013 | Jun. 10, 2013 | Sep. 30, 2013 | 10-May-13 | Aug. 08, 2013 | Aug. 08, 2013 | Aug. 08, 2013 | Aug. 08, 2013 | Aug. 08, 2013 | Aug. 08, 2013 | |
Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | ||||
Condition One [Member] | Condition Two [Member] | Condition Three [Member] | Condition Four [Member] | Condition Five [Member] | Condition Six [Member] | ||||||||||
Convertible Promissory Notes (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory notes | $204,500 | $210,500 | ' | ' | ' | ' | ' | ' | $75,000 | ' | ' | ' | ' | ' | ' |
Interest rate on promissory notes | ' | ' | 15.00% | 5.00% | 5.00% | 8.00% | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' |
Conversion price | ' | ' | ' | $0.03 | $0.03 | ' | $0.03 | ' | $0.03 | ' | ' | ' | ' | ' | ' |
Common stock issued on settlement of Convertible Promissory Note | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued on settlement of Convertible Promissory Note, Shares | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Finance cost | ' | ' | ' | ' | ' | ' | 405,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | 1,069 | ' | ' | ' | ' | ' | ' | 773 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of convertible promissory notes | ' | ' | ' | 820 | 5,300 | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date of notes | 17-Sep-13 | ' | ' | ' | ' | 14-May-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory note, prepayment conditions | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Amount equal 115% multiplied by the principal and accrued interest within the first 30 days; | 'Amount equal 120% multiplied by the principal and accrued interest within the first 60 days; | 'Amount equal 125% multiplied by the principal and accrued interest within the first 90 days; | 'Amount equal 130% multiplied by the principal and accrued interest within the first 120 days; | 'Amount equal 135% multiplied by the principal and accrued interest within the first 150 days; | 'Amount equal 140% multiplied by the principal and accrued interest within the first 180 days; |
Terms of conversion | ' | ' | ' | ' | ' | 'Conversion price shall be a 42% discount to Market Price | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory note, period | ' | ' | ' | '1 year | '1 year | '3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible debt outstanding | ' | ' | ' | ' | ' | ' | ' | $43,620 | ' | ' | ' | ' | ' | ' | ' |
Promissory_NotesLoans_Due_From1
Promissory Notes/Loans - Due From Related Party (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Promissory Notes/Loans-Due From Related Party (Textual) | ' | ' |
Company advanced loan | ' | $21,868 |
Promissory Notes/Loans outstanding | 21,868 | ' |
Unsecured loan advances to related parties with no interest rate | 9,868 | ' |
Unsecured loans advances to related parties with 4% interest rate | 12,000 | ' |
Interest rate due from related party | 4.00% | ' |
Accrued interest | $535 | ' |
Maturity date of notes | 17-Sep-13 | ' |
Goodwill_Details
Goodwill (Details) (HKAC [Member], USD $) | Jan. 14, 2009 | Jan. 06, 2009 |
HKAC [Member] | ' | ' |
Goodwill (Textual) | ' | ' |
Percentage ownership acquired | 100.00% | 100.00% |
Value of acquisition | $438,975 | ' |
Material_Committments_Details
Material Committments (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
Apr. 01, 2013 | Sep. 30, 2013 | Apr. 01, 2013 | Apr. 01, 2013 | Apr. 01, 2013 | Sep. 30, 2013 | Apr. 01, 2013 | Apr. 01, 2013 | Apr. 02, 2013 | Jun. 17, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Venetian Investment Partners LLC [Member] | Venetian Investment Partners LLC [Member] | Venetian Investment Partners LLC [Member] | Venetian Investment Partners LLC [Member] | Crystal Global Consulting Inc [Member] | Crystal Global Consulting Inc [Member] | Crystal Global Consulting Inc [Member] | Crystal Global Consulting Inc [Member] | Alliance International Capital Management Group, Ltd [Member] | Alliance International Capital Management Group, Ltd [Member] | Alliance International Capital Management Group, Ltd [Member] | Greentree [Member] | Greentree [Member] | |
Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Warrant [Member] | ||
Warrant [Member] | Warrant One [Member] | Maximum [Member] | Minimum [Member] | Stock Option [Member] | Stock Option [Member] | ||||||||
Material Committments (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of Agreement | '12 months | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' |
Description of capital raise | ' | 'Raise between up to $500,000 in capital within a 180 days. | ' | ' | ' | 'Raise between up to $500,000 to $1,000,000 in capital within a 12 months. | ' | ' | ' | ' | ' | ' | ' |
Maximum capital raised | $500,000 | ' | ' | ' | ' | ' | $1,000,000 | $500,000 | ' | ' | ' | ' | ' |
Common stock issued at signing agreement | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued once first capital raised | 500,000 | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued once an additional capital raised | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
First time capital amount raised | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional capital amount raised | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued | ' | ' | 2,500,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 |
Exercise price of warrants | ' | ' | $0.08 | $0.10 | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' |
Minimum capital raised | ' | ' | $500,000 | $500,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum restricted common stock issue | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000,000,000 | ' | ' | ' | ' |
Stock options issue under agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' |
Stock option cancelled during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' |
Stock option cancelled price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' |
Price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' |
Number of shares issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Warrants expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years |
Capital_Stock_Details
Capital Stock (Details) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 59 Months Ended | 9 Months Ended | 1 Months Ended | ||||||||||||||||
Jun. 23, 2013 | Jun. 17, 2013 | Feb. 02, 2013 | Jan. 18, 2013 | Mar. 06, 2012 | Sep. 26, 2011 | Jun. 10, 2008 | Jan. 31, 2009 | Nov. 30, 2008 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | 14-May-12 | Nov. 03, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 18, 2013 | Jul. 17, 2013 | Nov. 03, 2011 | |
Shareholder | Shareholder | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Private Placement [Member] | Alliance International Capital Management Group [Member] | Mr. Cohen [Member] | |||||||||||||||||
Capital Stock (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company redeemed shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate redemption pice per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock convertible into shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | 5 | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | 34,000,000 | ' | ' | ' |
Preferred stock, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | $3,400 | ' | ' | ' |
Description of votes of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Each share of Series B Preferred Stock is convertible into 5 shares of common stock and equal to 100 votes of common stock of the Company. | ' | ' | ' | ' |
Percentage of company's holding with shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' |
Outstanding membership interests by investor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.80% |
Issuance of common shares, (shares) | ' | ' | ' | ' | 500,000 | ' | 3,000,000 | 4,000,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' |
Price per share of common stock | ' | ' | ' | ' | $0.50 | ' | $0.03 | $0.03 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' |
Issuance of common shares | ' | ' | ' | ' | 250,000 | ' | ' | 100,000 | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' |
Number of shareholders to whom common stock issued | ' | ' | ' | ' | ' | ' | ' | 40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock dividend share for each share of common stock | ' | ' | ' | ' | ' | 9.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of controlling shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock shares authorized prior to amendment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | 50,000,000 | ' | 50,000,000 | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares authorized prior to amendment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | 300,000,000 | ' | 300,000,000 | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Received from planned private placement | 25,000 | 98,000 | 40,000 | 900 | ' | ' | ' | ' | ' | 260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finance cost | ' | ' | ' | 5,100 | ' | ' | 405,000 | ' | ' | ' | ' | ' | 410,100 | ' | ' | 410,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per unit amount offered to private placement | $0.16 | $0.16 | $0.20 | $0.02 | ' | ' | ' | ' | ' | $0.19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds of common stock under private placement | 25,000 | 98,000 | 40,000 | 900 | ' | ' | ' | ' | ' | 260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000 | ' | ' |
Convertible promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $204,500 | ' | $204,500 | ' | $210,500 | $204,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued under private placement | 156,250 | 612,500 | 200,000 | 37,500 | ' | ' | ' | ' | ' | 1,368,421 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 2 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||
Jun. 23, 2013 | Jun. 17, 2013 | Feb. 02, 2013 | Jan. 18, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 06, 2012 | Jan. 31, 2009 | Nov. 30, 2008 | Jun. 10, 2008 | Sep. 18, 2013 | Nov. 01, 2013 | Nov. 30, 2013 | Oct. 01, 2013 | Oct. 18, 2013 | Oct. 01, 2013 | |
Private Placement [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||||
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Private Placement [Member] | Alliance International Capital Management Group [Member] | Warrant [Member] | |||||||||||||
Subsequent events (textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds of common stock under private placement | $25,000 | $98,000 | $40,000 | $900 | $260,000 | ' | ' | ' | ' | ' | ' | $7,000 | ' | $25,000 | $10,000 | ' | ' |
Common shares issued under private placement | 156,250 | 612,500 | 200,000 | 37,500 | 1,368,421 | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | 500,000 | ' | ' |
Price per share of common stock | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.03 | $0.00 | $0.03 | $0.01 | ' | ' | $0.02 | ' | ' |
Warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 |
Warrants expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years |
Exercise price of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 |
Stock option cancelled during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' |
Stock option cancelled price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' |
Convertible promissory notes | ' | ' | ' | ' | ' | $204,500 | $210,500 | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' |
Convertible promissory note interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' | ' | ' |