Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 05, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'HDS International Corp. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 377,203,075 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001454742 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | $10,338 | $12,650 |
Prepaid expenses | 104 | ' |
Total Current Assets | 10,442 | 12,650 |
Other Assets | ' | ' |
Deferred financing costs | 5,703 | ' |
Total Assets | 16,145 | 12,650 |
Current Liabilities | ' | ' |
Accounts payable and accrued liabilities | 381,196 | 119,732 |
Accounts payable and accrued liabilities – related parties | 124,433 | 57,219 |
Due to related parties | 300,000 | 300,000 |
Total Current Liabilities | 805,629 | 476,951 |
Non-Current Liabilities | ' | ' |
Convertible debentures, net of unamortized discount of $56,015 | 3,985 | ' |
Total Liabilities | 809,614 | 476,951 |
Class A Preferred Stock Authorized: 25,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 7,500,000 shares | 7,500 | 7,500 |
Common Stock Authorized: 2,000,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 377,203,075 and 376,603,075 shares, respectively | 377,203 | 376,603 |
Additional paid-in capital | 349,275 | 283,875 |
Deficit accumulated during the development stage | -1,527,447 | -1,132,279 |
Total Stockholders’ Equity (Deficit) | -793,469 | -464,301 |
Total Liabilities and Stockholders’ Equity (Deficit) | $16,145 | $12,650 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Class A Preferred Stock, authorized (in Dollars) | $25,000,000 | $25,000,000 |
Class A Preferred stock, par value (in Dollars) | 0.001 | 0.001 |
Class A Preferred stock, issued (in Dollars) | 7,500,000 | 7,500,000 |
Class A Preferred stock, outstanding (in Dollars) | $7,500,000 | $7,500,000 |
Common Stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common Stock, issued | 377,203,075 | 376,603,075 |
Common Stock, outstanding | 377,203,075 | 376,603,075 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 59 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Operating Expenses | ' | ' | ' | ' | ' |
Consulting fees | $206,000 | $105,000 | $317,750 | $309,000 | $910,000 |
General and administrative | 963 | 18,773 | 3,624 | 56,376 | 101,359 |
Management fees | ' | ' | ' | ' | 43,727 |
Professional fees | 33,466 | 19,834 | 42,966 | 40,623 | 218,426 |
Transfer agent fees | 91 | 569 | 260 | 670 | 18,868 |
Total Operating Expenses | 240,520 | 144,176 | 364,600 | 406,669 | 1,292,380 |
Loss Before Other Expenses (Income) | -240,520 | -144,176 | -364,600 | -406,669 | -1,292,380 |
Other Expenses (Income) | ' | ' | ' | ' | ' |
Accretion expense | ' | 2,805 | ' | 8,306 | 16,800 |
Impairment of intangible assets | ' | ' | ' | ' | 92,538 |
Interest expense | 23,171 | 12,246 | 30,568 | 34,654 | 106,811 |
Loss (gain) on settlement of debt | ' | ' | ' | ' | 18,918 |
Total Other Expenses (Income) | 23,171 | 15,051 | 30,568 | 42,960 | 235,067 |
Net Loss for the Period | ($263,691) | ($159,227) | ($395,168) | ($449,629) | ($1,527,447) |
Weighted Average Shares Outstanding (in Shares) | 377,203,075 | 347,380,000 | 377,035,865 | 347,380,000 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 59 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Net loss | ($395,168) | ($449,629) | ($1,527,447) |
Adjustment to reconcile net loss to cash used in operating activities: | ' | ' | ' |
Accretion of debt discount | 3,985 | 8,306 | 20,785 |
Amortization of deferred financing costs | 1,297 | ' | 1,297 |
Loss (gain) on settlement of debt | ' | ' | 18,918 |
Impairment of intangible assets | ' | ' | 92,538 |
Shares issued for management fees | 6,000 | ' | 13,000 |
Stock-based compensation | ' | ' | 2,227 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expense and deposits | -104 | 7,575 | -104 |
Accounts payable and accrued liabilities | 261,464 | 42,499 | 428,803 |
Accounts payable and accrued liabilities – related | 67,214 | 26,270 | 124,433 |
Due to related parties | ' | ' | 11,965 |
Net Cash Used in Operating Activities | -55,312 | -364,979 | -813,585 |
Investing activities | ' | ' | ' |
Acquisition of intangible assets | ' | ' | -10,000 |
Net Cash Used by Investing Activities | ' | ' | -10,000 |
Financing activities | ' | ' | ' |
Proceeds from convertible debenture | 53,000 | ' | 53,000 |
Proceeds from loan payable | ' | 60,000 | 709,600 |
Repayments of loan payable | ' | ' | -149,449 |
Proceeds from related parties | ' | ' | 2,649 |
Repayments to related parties | ' | ' | -25,000 |
Capital contribution | ' | ' | 200,600 |
Proceeds from the issuance of common stock | ' | ' | 42,523 |
Net Cash Provided by Financing Activities | 53,000 | 60,000 | 833,923 |
Change in Cash | -2,312 | -304,979 | 10,338 |
Cash, Beginning of Period | 12,650 | 320,178 | ' |
Cash, End of Period | 10,338 | 15,199 | 10,338 |
Non-cash investing and financing activities | ' | ' | ' |
Debt discount due to beneficial conversion feature | 60,000 | ' | 60,000 |
Forgiveness of related party debt | ' | ' | 2,649 |
Issuance of common shares to settle debt | ' | ' | 580,055 |
Issuance of common shares for acquisition of assets | ' | ' | 250,000 |
Issuance of preferred shares for acquisition of assets | ' | ' | 7,500 |
Issuance of note payable for acquisition of assets | ' | ' | $325,000 |
1_Nature_of_Operations_and_Con
1. Nature of Operations and Continuance of Business | 3 Months Ended |
Sep. 30, 2013 | |
Natureof Operationand Continuanceof Business [Abstract] | ' |
Natureof Operationand Continuanceof Business | ' |
1. Nature of Operations and Continuance of Business | |
HDS International Corp. (the “Company”) was incorporated on November 3, 2008 under the laws of the State of Nevada. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace and the Company has not generated any revenue to date. The Company plans to engage in the business of providing renewable energy and eco-sustainability solutions based on its licensed technologies. | |
On June 11, 2012, HDS Energy and Ecosystems NB, Ltd., the Company’s wholly owned subsidiary, was incorporated in the Province of New Brunswick, Canada to manage the operations and other business development efforts. | |
Going Concern | |
These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of September 30, 2013, the Company had a working capital deficiency of $795,187 and an accumulated deficit of $1,527,447. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments 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. | |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 3 Months Ended | |||||
Sep. 30, 2013 | ||||||
Accounting Policies [Abstract] | ' | |||||
Significant Accounting Policies [Text Block] | ' | |||||
2. Summary of Significant Accounting Policies | ||||||
a) Principles of Consolidation | ||||||
The consolidated financial statements for the periods ending September 30, 2013 and December 31, 2012 include the accounts of HDS International Corp. and HDS Energy and Ecosystems NB, Ltd., the Company’s wholly owned subsidiary effective June 11, 2012. All intercompany transactions and balances have been eliminated in consolidation. | ||||||
b) Basis of Presentation | ||||||
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31. | ||||||
c) Use of Estimates | ||||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets, convertible debentures, stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||||||
d) Cash and Cash Equivalents | ||||||
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2013 and December 31, 2012, the Company had no cash equivalents. | ||||||
e) Intangible Assets | ||||||
Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally from fifteen to twenty years. | ||||||
f) Impairment of Long-Lived Assets | ||||||
Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. | ||||||
g) Beneficial Conversion Features | ||||||
From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. | ||||||
h) Development Stage Company | ||||||
The Company is currently considered a development stage company as defined by ASC 915-10-05. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts. | ||||||
i) Basic and Diluted Net Loss Per Share | ||||||
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | ||||||
j) Interim Consolidated Financial Statements | ||||||
These interim unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. | ||||||
k) Income Taxes | ||||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | ||||||
l) Comprehensive Loss | ||||||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2013 and December 31, 2012, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||||||
m) Financial Instruments | ||||||
ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: | ||||||
Level 1 | ||||||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | ||||||
Level 2 | ||||||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | ||||||
Level 3 | ||||||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | ||||||
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at September 30, 2013 as follows: | ||||||
Fair Value Measurements Using | ||||||
Quoted prices in | Significant other | Significant | Balance, | Balance, | ||
active markets for | observable inputs | unobservable inputs | September 30, | December 31, | ||
identical instruments | (Level 2) | (Level 3) | 2013 | 2012 | ||
(Level 1) | $ | $ | $ | $ | ||
$ | ||||||
Convertible debenture | – | – | – | 3,985 | – | |
The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities and due to related parties approximate their current fair values because of their nature and respective maturity dates or durations. | ||||||
n) Recent Accounting Pronouncements | ||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | ||||||
· | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | |||||
· | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | |||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | ||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | ||||||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | ||||||
3_Convertible_Debenture
3. Convertible Debenture | 3 Months Ended | ||
Sep. 30, 2013 | |||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||
3. Convertible Debentures | |||
a) | On June 7, 2013, the Company entered into a $32,500 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and matures on December 7, 2014. The note is convertible into shares of common stock 180 days after the date of issuance (December 4, 2013) at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company’s common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at September 30, 2013, the Company recorded accrued interest of $819 (December 31, 2012 - $nil), which has been included in accounts payable and accrued liabilities. | ||
In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $32,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the nine months ended September 30, 2013, the Company had amortized $2,376 (December 31, 2012 - $nil) of the debt discount to interest expense. As at September 30, 2013, the carrying value of the debenture was $2,376 (December 31, 2012 - $nil). | |||
b) | On July 15, 2013, the Company entered into a $27,500 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and matures on January 11, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (January 11, 2014) at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company’s common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at September 30, 2013, the Company recorded accrued interest of $464 (December 31, 2012 - $nil), which has been included in accounts payable and accrued liabilities. | ||
In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $27,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the nine months ended September 30, 2013, the Company had amortized $1,609 (December 31, 2012 - $nil) of the debt discount to interest expense. As at September 30, 2013, the carrying value of the debenture was $1,609 (December 31, 2012 - $nil). | |||
4_Related_Party_Transactions
4. Related Party Transactions | 3 Months Ended | ||
Sep. 30, 2013 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions Disclosure [Text Block] | ' | ||
4. Related Party Transactions | |||
a) | As at September 30, 2013, the Company owes $300,000 (December 31, 2012 - $300,000) to a company controlled by officers and directors of the Company. The amount owing is unsecured, bears interest at 10% per annum, and due on demand. As at September 30, 2013, the Company has recorded accrued interest of $64,658 (December 31, 2012 - $42,219) which has been included in accounts payable and accrued liabilities – related parties. | ||
b) | As at September 30, 2013, the Company owes $10,225 (December 31, 2012 - $nil) to companies under common control by officers and directors of the Company which has been included in accounts payable and accrued liabilities – related parties. The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
c) | For the period ended September 30, 2013, the Company incurred $33,750 (December 31, 2012 - $43,500) to the President and CEO of the Company for consulting services. As at September 30, 2013, the Company owes $48,750 (December 31, 2012 - $15,000), which has been included in accounts payable and accrued liabilities – related parties. The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
d) | For the period ended September 30, 2013, the Company incurred $800 (December 31, 2012 - $nil) to the President and CEO of the Company for reimbursement of expenses which has been included in accounts payable and accrued liabilities – related parties. | ||
5_Common_Stock
5. Common Stock | 3 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
5. Common Stock | |
On January 2, 2013, the Company issued 600,000 common shares with a fair value of $6,000 for consulting services. The fair value of the common shares was determined by using the closing trading price on the measurement date. | |
6_Commitments
6. Commitments | 3 Months Ended | ||
Sep. 30, 2013 | |||
Disclosure Text Block Supplement [Abstract] | ' | ||
Commitments Disclosure [Text Block] | ' | ||
6. Commitments | |||
a) | On October 12, 2011, the Company entered into a verbal consulting agreement with a non-related party whereby the Company will pay a monthly consulting fee for services provided in the amounts of $3,000. The agreement is for a one month term automatically renewing in each successive month unless earlier terminated. On July 18, 2012, the Board of Directors reviewed the consulting agreement and authorized an increase to the monthly consulting fee from $3,000 to $3,750 per month beginning July 2012. On October 1, 2012, the Board of Directors reviewed the consulting agreement and adjusted the consulting fee from $3,750 to $3,000 per month beginning October 2012. | ||
During the period ended September 30, 2013, the Company incurred $27,000 (December 31, 2012 - $38,250) in consulting fees relating to this agreement, of which $33,000 (December 31, 2012 - $6,000) is recorded in the account payable balance as at September 30, 2013. | |||
b) | On October 12, 2011, the Company entered into a consulting agreement with a non-related party whereby the Company will pay a monthly consulting fee for services provided in the amounts of $27,500. The agreement is for a one month term automatically renewing in each successive month unless earlier terminated. | ||
During the period ended September 30, 2013, the Company incurred $247,500 (December 31, 2012 - $330,000) in consulting fees relating to this agreement, of which $316,000 (December 31, 2012 - $91,000) is recorded in the account payable balance as at September 30, 2013. | |||
c) | On October 12, 2011, the Company entered into a consulting agreement with the President and CEO of the Company whereby the Company will pay a monthly consulting fee for services provided in the amounts of $3,000. The agreement is for a one month term automatically renewing in each successive month unless earlier terminated. On June 10, 2012, the Board of Directors authorized an increase to the monthly consulting fee from $3,000 to $6,000 per month beginning June 2012. On July 18, 2012, the Board of Directors reviewed the consulting agreement and adjusted the monthly consulting fee to $3,750 beginning July 2012. | ||
During the year ended September 30, 2013, the Company incurred $33,750 (December 31, 2012 - $43,500) in consulting fees relating to this agreement, of which $48,750 (December 31, 2012 - $15,000) is recorded in the account payable – related parties balance as at September 30, 2013. | |||
d) | On January 2, 2013, the Company entered into a consulting agreement with The Holden Group, LLC (“Holden”) whereby the Company paid Holden $2,000 and issued 600,000 restricted common shares of the Company upon the execution of the agreement as well as pay $500 on each of the first, second and third month anniversaries of the agreement. These final three payments have been accrued and recorded in accounts payable and accrued liabilities. | ||
7_Subsequent_Events
7. Subsequent Events | 3 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
7. Subsequent Events | |
On October 4, 2013, the Company entered into a $32,500 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and matures on July 8, 2015. The note is convertible into shares of common stock of the Company 180 days after the date of issuance (April 2, 2014) at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company’s common stock for the thirty trading days ending one trading date prior to the date the conversion notice is sent by the holder to the Company. | |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Tables) | 21 Months Ended | |||||
Sep. 30, 2013 | ||||||
Accounting Policies [Abstract] | ' | |||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | ' | |||||
Fair Value Measurements Using | ||||||
Quoted prices in | Significant other | Significant | Balance, | Balance, | ||
active markets for | observable inputs | unobservable inputs | September 30, | December 31, | ||
identical instruments | (Level 2) | (Level 3) | 2013 | 2012 | ||
(Level 1) | $ | $ | $ | $ | ||
$ | ||||||
Convertible debenture | – | – | – | 3,985 | – |
1_Nature_of_Operations_and_Con1
1. Nature of Operations and Continuance of Business (Details) (USD $) | Sep. 30, 2013 |
Natureof Operationand Continuanceof Business [Abstract] | ' |
Working Capital Deficit | $795,187 |
Cumulative Earnings (Deficit) | $1,527,447 |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Details) - Assets and Liabilities Measured at Fair Value (USD $) | Sep. 30, 2013 |
Assets and Liabilities Measured at Fair Value [Abstract] | ' |
Convertible debenture | $3,985 |
3_Convertible_Debenture_Detail
3. Convertible Debenture (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 18 Months Ended | 21 Months Ended | 59 Months Ended | |||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 11, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jan. 11, 2015 | Jan. 16, 2015 | Jul. 08, 2015 | Sep. 30, 2013 | Oct. 04, 2013 | Jul. 15, 2013 | Jun. 07, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32,500 | $27,500 | $32,500 |
Debt Instrument, Convertible, Effective Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Ratio | ' | ' | ' | 0.5 | ' | ' | ' | ' | ' | 0.5 | ' | 0.5 | ' | ' | ' | ' |
Debt Instrument, Convertible, Accrued Interest | 819 | 819 | ' | ' | 819 | 819 | 819 | ' | ' | ' | ' | ' | 819 | ' | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature | ' | ' | ' | ' | ' | 32,500 | 27,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | ' | ' | ' | ' | 2,376 | 2,376 | 1,609 | ' | 1,609 | ' | ' | ' | ' | ' | ' | ' |
Interest Expense | $464 | $23,171 | $12,246 | ' | ' | ' | $30,568 | $34,654 | ' | ' | ' | ' | $106,811 | ' | ' | ' |
4_Related_Party_Transactions_D
4. Related Party Transactions (Details) (USD $) | Sep. 30, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
Related Party Transactions [Abstract] | ' | ' | ' | ' |
Related Party Transaction, Due from (to) Related Party | $300,000 | ' | ' | $300,000 |
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | ' | ' | ' |
Interest Payable | 64,658 | ' | ' | 42,219 |
Due to Related Parties | 10,225 | ' | ' | ' |
Due to Officers or Stockholders, Current | 33,750 | ' | ' | 43,500 |
Accounts Payable and Accrued Liabilities - Other Related Party | ' | ' | 48,750 | 15,000 |
$124,433 | $800 | ' | $57,219 |
5_Common_Stock_Details
5. Common Stock (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ' | ' |
Stock Issued During Period, Shares, Issued for Services (in Shares) | 600,000 | 600,000 |
Stock Issued During Period, Value, Issued for Services (in Dollars) | ' | $6,000 |
6_Commitments_Details
6. Commitments (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 59 Months Ended | |||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Oct. 01, 2012 | Jul. 18, 2012 | Jun. 10, 2012 | Oct. 12, 2011 | |
Disclosure Text Block Supplement [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Obligation One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000 |
Contractual Obligation One First Revision | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,750 | ' | ' |
Contractual Obligation One Second Revision | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' |
Professional and Contract Services Expense | 27,000 | 206,000 | ' | ' | 105,000 | 317,750 | 309,000 | 38,250 | 910,000 | ' | ' | ' | ' |
Contractual Obligation One Account Payable | 33,000 | 33,000 | ' | ' | ' | 33,000 | ' | 6,000 | 33,000 | ' | ' | ' | ' |
Contractual Obligation Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,500 |
Contractual Obligation Two, Professional and Contract Fee Expense | ' | 247,500 | ' | ' | ' | ' | ' | 330,000 | ' | ' | ' | ' | ' |
Contractual Obligation Two Account Payable | 316,000 | 316,000 | ' | ' | ' | 316,000 | ' | 91,000 | 316,000 | ' | ' | ' | ' |
Contractual Obligation Three | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 |
Contractual Obligation Three First Revision | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' |
Contractual Obligation Three Second Revision | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,750 | ' | ' |
Contractual Obligation, Three Professional and Contract Fee Expense | ' | 33,750 | ' | ' | ' | ' | ' | 43,500 | ' | ' | ' | ' | ' |
Contractual Obligation Three Account Payable | 48,750 | 48,750 | ' | ' | ' | 48,750 | ' | 15,000 | 48,750 | ' | ' | ' | ' |
Contractual Obligation | ' | ' | 2,000 | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services (in Shares) | ' | ' | 600,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Obligation, Due in Next Twelve Months | ' | ' | $500 | $500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
7_Subsequent_Events_Details
7. Subsequent Events (Details) (USD $) | 6 Months Ended | 18 Months Ended | 21 Months Ended | ||||
Jan. 11, 2014 | Jan. 11, 2015 | Jan. 16, 2015 | Jul. 08, 2015 | Oct. 04, 2013 | Jul. 15, 2013 | Jun. 07, 2013 | |
Subsequent Events [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount (in Dollars) | ' | ' | ' | ' | $32,500 | $27,500 | $32,500 |
Debt Instrument, Convertible, Effective Interest Rate | ' | 8.00% | 8.00% | 8.00% | ' | ' | ' |
Debt Instrument, Convertible, Conversion Ratio | 0.5 | 0.5 | ' | 0.5 | ' | ' | ' |