Good Gaming (GMER) 10-K7 Apr 142013 FY Annual reportFinancial data

Company Profile

Document_And_Entity_Informatio

Document And Entity Information (USD $)	12 Months Ended
Document And Entity Information (USD $)	Dec. 31, 2013	Mar. 26, 2014
Document and Entity Information [Abstract]	'	'
Entity Registrant Name	'HDS International Corp.	'
Document Type	'10-K	'
Current Fiscal Year End Date	'--12-31	'
Entity Common Stock, Shares Outstanding	'	377,203,075
Entity Public Float	'	$0
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	31-Dec-13	'
Document Fiscal Year Focus	'2013	'
Document Fiscal Period Focus	'FY	'

Balance_Sheets

Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
ASSETS	'	'
Cash	$3,371	$12,650
Total Current Assets	3,371	12,650
Other Assets	'	'
Deferred financing costs	6,685	'
Total Assets	10,056	12,650
LIABILITIES AND STOCKHOLDERSâ€™ DEFICIT	'	'
Accounts payable and accrued liabilities	449,022	119,732
Accounts payable and accrued liabilities â€“ related parties	143,244	57,219
Due to related parties	300,000	300,000
Convertible debentures, net of unamortized discount of $28,384 and $nil, respectively	4,116	'
Derivative liability	45,521	'
Total Current Liabilities	941,903	476,951
Non-Current Liabilities	'	'
Convertible debentures, net of unamortized discount of $55,603 and $nil, respectively	4,397	'
Total Liabilities	946,300	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	381,775	283,875
Deficit accumulated during the development stage	-1,702,722	-1,132,279
Total Stockholdersâ€™ Deficit	-936,244	-464,301
Total Liabilities and Stockholdersâ€™ Deficit	$10,056	$12,650

Balance_Sheets_Parentheticals

Balance Sheets (Parentheticals) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Preferred stock, authorized	25,000,000	25,000,000
Preferred stock, par value	$0.00	$0.00
Class A Preferred Stock, authorized	$25,000,000	$25,000,000
Class A Preferred stock, par value	0.001	0.001
Class A Preferred stock, issued	7,500,000	7,500,000
Class A Preferred stock, outstanding	$7,500,000	$7,500,000
Common Stock, Authorized	2,000,000,000	2,000,000,000
Common Stock, par value	$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 (USD $)	12 Months Ended		62 Months Ended
Consolidated Statements of Operations (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Consulting fees	$420,500	$411,750	$1,012,750
General and administrative	6,115	60,648	103,850
Management fees	'	'	43,727
Professional fees	52,041	70,854	227,501
Transfer agent fees	260	670	18,868
Total Operating Expenses	478,916	543,922	1,406,696
Income (Loss) Before Other Expenses (Income)	-478,916	-543,922	-1,406,696
Other Expenses (Income)	'	'	'
Accretion expense	'	12,669	16,800
Impairment of intangible assets	'	'	92,538
Interest expense	46,006	44,541	122,249
Loss on change in fair value of derivative liability	45,521	'	45,521
Loss on settlement of debt	'	43,470	18,918
Total Other Expenses (Income)	91,527	100,680	296,026
Net Income (Loss) for the Period	($570,443)	($644,602)	($1,702,722)
Net Loss Per Share, Basic and Diluted (in Dollars per share)	$0	$0	'
Weighted Average Shares Outstanding (in Shares)	377,186,685	350,207,767	'

Consolidated_Statement_of_Stoc

Consolidated Statement of Stockholdersâ€™ Deficit (USD $)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscriptions Receivable	Accumulated Deficit during Development Stage [Member]	Total
at Nov. 02, 2008	'	'	'	'	'	'
	'	$477,900	($477,900)	($23)	'	$2,227
(in Shares)	'	477,900,000	'	'	'	'
	'	'	'	'	-5,212	-5,212
at Dec. 31, 2008	'	486,000	-483,750	-23	-5,212	-2,985
(in Shares) at Dec. 31, 2008	'	486,000,000	'	'	'	'
Stock subscription receivable received	'	'	'	23	'	23
	'	21,600	-15,600	'	'	6,000
(in Shares)	'	21,600,000	'	'	'	'
	'	'	'	'	-18,191	-18,191
at Dec. 31, 2009	'	513,000	-503,250	'	-23,403	-13,653
(in Shares) at Dec. 31, 2009	'	513,000,000	'	'	'	'
	'	25,200	-18,200	'	'	7,000
(in Shares)	'	25,200,000	'	'	'	'
Forgiveness of loan	'	'	2,649	'	'	2,649
	'	'	'	'	-145,094	-145,094
at Dec. 31, 2010	'	538,200	-518,801	'	-168,497	-149,098
(in Shares) at Dec. 31, 2010	'	538,200,000	'	'	'	'
Shares cancelled	'	-440,820	440,820	'	'	'
Shares cancelled (in Shares)	'	-440,820,000	'	'	'	'
Shares issued for acquisition of assets	7,500	250,000	-499,962	'	'	-242,462
Shares issued for acquisition of assets (in Shares)	7,500,000	250,000,000	'	'	'	'
Capital contribution	'	'	200,751	'	'	200,751
Beneficial conversion feature	'	'	16,800	'	'	16,800
Settlement of debt to related party	'	'	14,965	'	'	14,965
	'	'	'	'	-319,180	-319,180
at Dec. 31, 2011	7,500	347,380	-345,427	'	-487,677	-478,224
(in Shares) at Dec. 31, 2011	7,500,000	347,380,000	'	'	'	'
Conversion of debt	'	19,223	604,302	'	'	623,525
Conversion of debt (in Shares)	'	19,223,075	'	'	'	'
	'	10,000	25,000	'	'	35,000
(in Shares)	'	10,000,000	'	'	'	'
	'	'	'	'	-644,602	-644,602
at Dec. 31, 2012	7,500	376,603	283,875	'	-1,132,279	-464,301
(in Shares) at Dec. 31, 2012	7,500,000	376,603,075	'	'	'	376,603,075
	'	600	5,400	'	'	6,000
(in Shares)	'	600,000	'	'	'	600,000
Fair value of beneficial conversion feature recorded on issuance of convertible debt	'	'	92,500	'	'	92,500
	'	'	'	'	-570,443	-570,443
at Dec. 31, 2013	$7,500	$377,203	$381,775	'	($1,702,722)	($936,244)
(in Shares) at Dec. 31, 2013	7,500,000	377,203,075	'	'	'	377,203,075

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (USD $)	12 Months Ended		62 Months Ended
Consolidated Statements of Cash Flows (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Net Income (Loss)	($570,443)	($644,602)	($1,702,722)
Adjustment to reconcile net loss to net cash used in operating activities:	'	'	'
Accretion of debt discount	8,513	12,669	25,313
Amortization of deferred financing costs	2,815	'	2,815
Impairment of intangible assets	'	'	92,538
Loss on change in fair value of derivative liability	-45,521	'	-45,521
Loss on settlement of debt	'	43,470	18,918
Shares issued for management and consulting fees	6,000	'	13,000
Stock-based compensation	6,000	'	2,227
Prepaid expense and deposits	'	7,575	'
Accounts payable and accrued liabilities	329,290	133,278	496,629
Accounts payable and accrued liabilities â€“ related parties	75,000	45,082	132,219
Due to related parties	'	'	11,965
Net Cash Used in Operating Activities	-103,304	-402,528	-861,577
Investing activities	'	'	'
Acquisition of intangible assets	'	'	-10,000
Net Cash Used by Investing Activities	'	'	-10,000
Proceeds from convertible debenture	83,000	'	83,000
Proceeds from loan payable	'	60,000	709,600
Repayments of loan payable	'	'	-149,449
Proceeds from related parties	11,025	'	13,674
Repayments to related parties	'	'	-25,000
Capital contribution	'	'	200,600
Proceeds from the issuance of common stock	'	35,000	42,523
Net Cash Provided by Financing Activities	94,024	95,000	874,948
Increase (Decrease) in Cash	-9,279	-307,528	3,371
Cash, Beginning of Period	12,650	320,178	'
Cash, End of Period	3,371	12,650	3,371
Debt discount due to beneficial conversion feature	92,500	'	92,500
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	250,000
Issuance of preferred shares for acquisition of assets	'	7,500	7,500
Issuance of note payable for acquisition of assets	'	$325,000	$325,000

1_Nature_of_Operations_and_Con

1. Nature of Operations and Continuance of Business	12 Months Ended
	Dec. 31, 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 December 31, 2013, the Company had a working capital deficiency of $938,532 and an accumulated deficit of $1,702,722. 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

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements for the years ending December 31, 2013 and 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 on consolidation.

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.

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.

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 December 31, 2013 and 2012, the Company had no cash equivalents.

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.

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.

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.

Derivative Liability

From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is records at is fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations. As at December 31, 2013, the Company had 51,166,667 (2012 – nil) potentially dilutive shares from outstanding convertible debentures.

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.

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.

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.

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 December 31, 2013 and 2012, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

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 December 31, 2013 and 2012 as follows:

Balance,

New Issuances

Changes in Fair Values

Balance,

31-Dec-12

31-Dec-13

Convertible debenture

–

92,500

(83,987

)

8,513

Derivative Liability

–

46,532

(1,011

)

45,521

Loss on change in fair value of derivative liability

–

45,521

–

139,032

(39,477

)

17,555

The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.

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 This ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component and to present either on the face of the statement where net income is presented, or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2012. The disclosures required from adoption of this ASU have been included in these financial statements.

In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013 11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.

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_Debentures

3. Convertible Debentures	12 Months Ended
	Dec. 31, 2013
Debt Disclosure [Abstract]	'
Debt Disclosure [Text Block]	'
	3. Convertible Debentures

	a)	In August 2011, the Company issued a convertible debenture to a non-related party for $500,000, comprised of payments of $100,000 on August 19, 2011, $150,000 on August 26, 2011, and $250,000 on September 6, 2011. Under the terms of the note, the amount owing is unsecured, due interest of 3% per annum, and due on or before February 19, 2013.

	b)	The convertible debenture also grants the right of the Company to convert its debt into common shares of the Company at any time at a conversion price of $0.25 per share. For the first payment of $100,000 on August 19, 2011, the Company recorded beneficial conversion of $16,800 relating to the number of convertible shares (400,000 shares) and the excess of the fair value of the share price and the conversion price. No beneficial conversion was recorded for the $150,000 and $250,000 payments, as the fair value of the Company’s share prices was less than the conversion price on the date of issuance.

		On December 19, 2012, the Company exercised its right to convert the outstanding balance of the convertible debenture of $500,000 and accrued interest of $20,055 at an exercise price of $0.25 per share resulting in the Company issuing 2,080,220 common shares. For the year ended December 31, 2012, the Company recorded accretion expense of $12,669. As the loan was converted within the terms of the agreement no gain or loss on conversion was recorded.

	c)	On June 29, 2012, the Company issued three separate convertible drawdown note payables of $50,000 each, with $20,000 of each note being received on June 29, 2012 and the remaining $30,000 for each note to be received on or before August 3, 2012. Under the terms of the note, the amount owing is unsecured, due interest of 6% per annum, and due on or before December 31, 2013.

	d)	The convertible debentures also grant the right of the Holder and the Company to convert its debt into common shares of the Company at any time at a conversion price of $0.01 per share. No beneficial conversion feature was recorded for the, as the fair value of the Company’s share prices was less than the conversion price on the date of issuance. As of August 3, 2012, the second instalments for each of the notes had not been received and were in default in accordance with the agreements.

		On November 26, 2012, the Company and each of the holders (non-related parties) of the convertible debentures entered into settlement and general release agreements releasing the holders of their requirement to provide the additional $30,000 each of proceeds pursuant to the June 29, 2012 convertible drawdown notes. Per the terms of the settlement and general release agreements, all three of these convertible debentures were converted into common shares of the Company at an exercise price of $0.0035 per share resulting in the Company issuing 5,714,286 shares for each $20,000 debenture converted. As at December 31, 2012, the Company recorded a loss on conversion of debt of $43,470 for the loan principal of $60,000 and accrued interest of $1,473 recorded based on the original terms of the agreements was forgiven at the time of settlement.

	e)	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 December 31, 2013, the Company recorded accrued interest of $1,475 (2012 - $nil), which has been included in accounts payable and accrued liabilities.

	f)	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 year ended December 31, 2013, the Company had amortized $4,116 (2012 - $nil) of the debt discount to interest expense. As at December 31, 2013, the carrying value of the debenture was $4,116 (2012 - $nil).

		On December 4, 2013, the note became convertible resulting in the Company recording a derivative liability of $46,532 with a corresponding adjustment to loss on change in fair value of derivative liabilities. As at December 31, 2013, the Company revalued the derivative liability to its fair value resulting in the Company recording $1,011 as gain on change in fair value of derivative liabilities. As at December 31, 2013, the fair value of the derivative liability was $45,521 (2012 - $nil). Refer to Note 4.

	g)	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 December 31, 2013, the Company recorded accrued interest of $1,019 (2012 - $nil), which has been included in accounts payable and accrued liabilities.

	h)	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 year ended December 31, 2013, the Company had amortized $2,779 (2012 - $nil) of the debt discount to interest expense. As at December 31, 2013, the carrying value of the debenture was $2,779 (2012 - $nil).

		As the note does not become convertible until January 11, 2014, the Company has not yet recognized any derivative liability associated with this note.

	i)	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 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 day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2013, the Company recorded accrued interest of $627 (2012 - $nil), which has been included in accounts payable and accrued liabilities.

	j)	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 year ended December 31, 2013, the Company had amortized $1,618 (2012 - $nil) of the debt discount to interest expense. As at December 31, 2013, the carrying value of the debenture was $1,618 (2012 - $nil).

		As the note does not become convertible until April 2, 2014, the Company has not yet recognized any derivative liability associated with this note.

4_Derivative_Liability

4. Derivative Liability	12 Months Ended
4. Derivative Liability	Dec. 31, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]	'
Derivative Instruments and Hedging Activities Disclosure [Text Block]	'
	4. Derivative Liability

	The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Note 3(a) in accordance with ASC 815, Derivatives and Hedging. The fair value of the derivative was calculated using a multi-nominal lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the year ended December 31, 2013, the Company recorded a loss on the change in fair value of derivative liability of $45,521 (2012 - $nil). As at December 31, 2013, the Company recorded a derivative liability of $45,521 (2012 - $nil).

	The following inputs and assumptions were used to value the convertible debenture outstanding during the year ended December 31, 2013:

	●	The underlying stock price of $0.0014 was used as the fair value of the common stock
	●	The principal of the debenture on the June 7, 2013 date of issuance was $32,500
	●	The balance of the principal and interest of the debenture on December 4, 2013, the date the debenture became convertible, was $33,775
	●	The balance of the principal and interest of the debenture on December 31, 2013 was $33,975
	●	Capital raising events are not a factor for the debenture
	●	The Holder would redeem based on availability of alternative financing,0% of the time increasing 1.0% monthly to a maximum of 10%
	●	The Holder would automatically convert the note at maturity if the registration (after 120 days) was effective and the Company is not in default
	●	The projected annual volatility for each valuation period was based on the historic volatility of the Company of 178% as at December 4, 2013 and 176% as at December 31, 2013
	●	An event of default would occur 0% of the time, increasing to 1.0% per month to a maximum of 5%. To date, the debenture is not in default nor converted by the Holder.

	A summary of the activity of the derivative liability is shown below:

			$
	Balance, December 31, 2012			–
	Derivative loss due to new issuances			46,532
	Mark to market adjustment at December 31, 2013			(1,011	)
	Balance, December 31, 2013			45,521

5_Related_Party_Transactions

5. Related Party Transactions	12 Months Ended
	Dec. 31, 2013
Related Party Transactions [Abstract]	'
Related Party Transactions Disclosure [Text Block]	'
	5. Related Party Transactions

	a)	As at December 31, 2013, the Company owes $300,000 (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 is due on demand. As at December 31, 2013, the Company has recorded accrued interest of $72,219 (2012 - $42,219) which has been included in accounts payable and accrued liabilities – related party.

	b)	As at December 31, 2013, the Company owes $10,225 (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)	During the year ended December 31, 2013, the Company has incurred $45,000 (2012 - $43,500) to the President and CEO of the Company for consulting services. As at December 31, 2013, the Company recorded a related party accounts payable of $60,000 (2012 - $15,000), which has been included in accounts payable and accrued liabilities – related party. The amounts owing are unsecured, non-interest bearing, and due on demand.

	d)	During the year ended December 31, 2013, the Company incurred $800 (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.

6_Common_Stock

6. Common Stock	12 Months Ended
	Dec. 31, 2013
Stockholders' Equity Note [Abstract]	'
Stockholders' Equity Note Disclosure [Text Block]	'
	6. Common Stock

	Share Transactions for the Year Ended December 31, 2013:

	a)	On January 9, 2013, the Company issued 600,000 common shares pursuant to a consulting agreement with a non-related party, as noted in Note 7(d). The shares were recorded at their fair value of $6,000 based on the closing market prices on the date of authorization.

	Share Transactions for the Year Ended December 31, 2012:

	a)	On December 19, 2012, the Company issued 2,080,220 common shares for the conversion of a convertible debenture with a non-related party, as noted in Note 5(a), with a book value of $520,055.

	b)	On November 26, 2012, the Company issued 17,142,855 common shares for convertible debentures entered into settlement and general release agreements with non-related parties, as noted in Note 5(b), with a book value of $60,000. The conversion resulted in a loss on settlement of debt of $43,470.

	c)	On November 20, 2012, the Company issued 10,000,000 common shares at $0.0035 per share for total cash proceeds of $35,000.

7_Commitments

7. Commitments	12 Months Ended
	Dec. 31, 2013
Disclosure Text Block Supplement [Abstract]	'
Commitments Disclosure [Text Block]	'
	7. 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 year ended December 31, 2013, the Company incurred $36,000 (2012 - $38,250) in consulting fees relating to this agreement, of which $42,000 (2012 - $6,000) has been recorded in accounts payable and accrued liabilities as at December 31, 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 year ended December 31, 2013, the Company incurred $330,000 (2012 - $330,000) in consulting fees relating to this agreement, of which $383,500 (2012 - $91,000) has been recorded in accounts payable and accrued liabilities as at December 31, 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 December 31, 2013, the Company incurred $45,000 (2012 - $43,500) in consulting fees relating to this agreement, of which $60,000 (2012 - $15,000) has been recorded in accounts payable and accrued liabilities – related parties as at December 31, 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.

8_Income_Taxes

8. Income Taxes	12 Months Ended
8. Income Taxes	Dec. 31, 2013
Income Tax Disclosure [Abstract]	'
Income Tax Disclosure [Text Block]	'
	8. Income Taxes

	The Company has a net operating loss carried forward of $1,385,519 available to offset taxable income in future years which commence expiring in fiscal 2028.

	The income tax benefit has been computed by applying the weighted average income tax rates of Canada (federal and provincial statutory rates) and of the United States (federal and state rates) of 27% and 34%, respectively, to the net loss before income taxes calculated for each jurisdiction. The tax effect of the significant temporary differences, which comprise future tax assets and liabilities, are as follows:

		2013		2012
		$		$

	Income tax recovery at statutory rate	175,604		199,965

	Valuation allowance change	(175,604	)	(199,965	)

	Provision for income taxes	–		–

	The significant components of deferred income tax assets and liabilities at December 31, 2013 and 2012 are as follows:

		2013		2012
		$		$

	Net operating loss carried forward	470,989		295,385

	Valuation allowance	(470,989	)	(295,385	)

	Net deferred income tax asset	–		–

	Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

9_Subsequent_Event

9. Subsequent Event	12 Months Ended
9. Subsequent Event	Dec. 31, 2013
Subsequent Events [Abstract]	'
Subsequent Events [Text Block]	'
	9. Subsequent Event

	We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events after December 31, 2013.

2_Summary_of_Significant_Accou1

2. Summary of Significant Accounting Policies (Tables)	12 Months Ended
2. Summary of Significant Accounting Policies (Tables)	Dec. 31, 2013
Accounting Policies [Abstract]	'
Fair Value, Assets Measured on Recurring Basis [Table Text Block]	'
		Balance,		New Issuances		Changes in Fair Values			Balance,
		31-Dec-12		$		$			31-Dec-13
		$							$
	Convertible debenture		–		92,500		(83,987	)		8,513
	Derivative Liability		–		46,532		(1,011	)		45,521
	Loss on change in fair value of derivative liability		–		–		45,521			45,521
			–		139,032		(39,477	)		17,555

4_Derivative_Liability_Tables

4. Derivative Liability (Tables)	12 Months Ended
4. Derivative Liability (Tables)	Dec. 31, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]	'
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]	'
		$
	Balance, December 31, 2012		–
	Derivative loss due to new issuances		46,532
	Mark to market adjustment at December 31, 2013		(1,011	)
	Balance, December 31, 2013		45,521

8_Income_Taxes_Tables

8. Income Taxes (Tables)	12 Months Ended
8. Income Taxes (Tables)	Dec. 31, 2013
Income Tax Disclosure [Abstract]	'
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]	'
		2013		2012
		$		$

	Income tax recovery at statutory rate	175,604		199,965

	Valuation allowance change	(175,604	)	(199,965	)

	Provision for income taxes	–		–
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]	'
		2013		2012
		$		$

	Net operating loss carried forward	470,989		295,385

	Valuation allowance	(470,989	)	(295,385	)

	Net deferred income tax asset	–		–

1_Nature_of_Operations_and_Con1

1. Nature of Operations and Continuance of Business (Details) (USD $)	Dec. 31, 2013
Natureof Operationand Continuanceof Business [Abstract]	'
Working Capital Deficit	$938,532
Cumulative Earnings (Deficit)	$1,702,722

2_Summary_of_Significant_Accou2

2. Summary of Significant Accounting Policies (Details)	12 Months Ended
2. Summary of Significant Accounting Policies (Details)	Dec. 31, 2013
Accounting Policies [Abstract]	'
Earnings Per Share, Potentially Dilutive Securities	'51,166,667

2_Summary_of_Significant_Accou3

2. Summary of Significant Accounting Policies (Details) - Assets and Liabilities Measured at Fair Value (USD $)	12 Months Ended	62 Months Ended
	Dec. 31, 2013	Dec. 31, 2013
Assets and Liabilities Measured at Fair Value [Abstract]	'	'
Convertible debenture	$83,000	$83,000
Derivative Liability	46,532	'
Loss on change in fair value of derivative liability	-45,521	-45,521
	$139,032	'

3_Convertible_Debentures_Detai

3. Convertible Debentures (Details) (USD $)

1 Months Ended

0 Months Ended

1 Months Ended

3 Months Ended

4 Months Ended

6 Months Ended

7 Months Ended

12 Months Ended

62 Months Ended

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2011

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

Dec. 31, 2012

Dec. 31, 2013

Dec. 30, 2013

Dec. 29, 2013

Dec. 28, 2013

Dec. 30, 2012

Dec. 29, 2012

Debt Disclosure [Abstract]

Debt Instrument, Face Amount

$32,500

$500,000

$32,500

$27,500

$32,500

$500,000

$60,000

Debt Instrument, Periodic Payment, August 19, 2011

100,000

Debt Instrument, Periodic Payment, August 26, 2011

150,000

Debt Instrument, Periodic Payment September 6, 2011

250,000

Debt Instrument, Interest Rate, Effective Percentage

8.00%

6.00%

8.00%

3.00%

8.00%

6.00%

8.00%

6.00%

8.00%

Debt Instrument, Convertible, Conversion Price (in Dollars per share)

$0.25

$0.01

$0.00

Debt Instrument, Convertible, Beneficial Conversion Feature

32,500

16,800

27,500

Debt Conversion, Converted Instrument, Shares Issued (in Shares)

2,080,220

400,000

Debt Instrument, Convertible, Interest Expense

20,055

20,000

627

1,019

1,475

92,500

Accretion Expense

12,669

16,800

Three Separate Convertible Drawdown Notes

50,000

Proceeds from Three Separate Convertible Drawdown Notes

20,000

Balance of Three Separate Convertible Drawdown Notes

30,000

Convertible Drawdown Notes, Settlement Agreement, General Release and Settlement

30,000

Three Separate Convertible Drawdown Notes, Common Stock, Conversation Basis Per Note (in Shares)

5,714,286

Three Separate Convertible Drawdown Notes, Loss on Conversion

43,470

Forgiven Accrued Interest

1,473

Amortization of Debt Discount (Premium)

1,618

2,779

4,116

Debt Instrument, Convertible, Carrying Amount of Equity Component

4,116

2,779

1,618

Derivative Liabilities

45,521

46,532

Derivative, Gain on Derivative

1,011

Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net

($45,521)

Debt Instrument, Convertible, Conversion Ratio

0.5

4_Derivative_Liability_Details

4. Derivative Liability (Details) (USD $)	12 Months Ended
4. Derivative Liability (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Dec. 30, 2013	Dec. 29, 2013	Dec. 28, 2013	Dec. 30, 2012	Dec. 29, 2012	Dec. 31, 2011
Derivative Instruments and Hedging Activities Disclosure [Abstract]	'	'	'	'	'	'	'	'
Derivative Liability, Fair Value, Net	$45,521	'	'	'	'	'	'	'
Derivative Liabilities	45,521	'	46,532	'	'	'	'	'
Share Price (in Dollars per share)	$0.00	'	'	'	'	'	'	'
Debt Instrument, Face Amount	32,500	'	32,500	27,500	32,500	500,000	60,000	500,000
Derivative Liabilities, Current	$33,975	'	$33,775	'	'	'	'	'
Fair Value Assumptions, Expected Volatility Rate	178.00%	176.00%	'	'	'	'	'	'

4_Derivative_Liability_Details1

4. Derivative Liability (Details) - Summary of Derivative Liability Activity (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 30, 2013
Summary of Derivative Liability Activity [Abstract]	'	'
	$45,521	$46,532
Derivative loss due to new issuances	46,532	'
Mark to market adjustment at December 31, 2013	($1,011)	'

5_Related_Party_Transactions_D

5. Related Party Transactions (Details) (USD $)	Dec. 31, 2013	Dec. 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, Stated Percentage	10.00%	'	'
Interest Payable	72,219	'	42,219
Due to Related Parties	10,225	'	'
Due to Officers or Stockholders, Current	45,000	'	43,500
Accounts Payable and Accrued Liabilities - Other Related Party	60,000	'	15,000
	$143,244	$800	$57,219

6_Common_Stock_Details

6. Common Stock (Details) (USD $)	1 Months Ended		2 Months Ended	3 Months Ended	12 Months Ended				62 Months Ended
6. Common Stock (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2008	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2009	Dec. 31, 2013
Stockholders' Equity Note [Abstract]	'	'	'	'	'	'	'	'	'
Stock Issued During Period, Shares, Issued for Services (in Shares)	'	'	'	600,000	'	600,000	'	'	'
Share-based Compensation	'	'	'	'	'	$6,000	'	'	$2,227
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)	17,142,855	'	'	'	2,080,220	'	'	'	'
Stock Issued During Period, Value, Conversion of Convertible Securities	60,000	'	'	'	520,055	'	623,525	'	'
Gains (Losses) on Extinguishment of Debt	43,470	'	'	'	'	'	43,470	'	18,918
Stock Issued During Period, Shares, Issued for Cash (in Shares)	'	10,000,000	'	'	'	'	'	'	'
Sale of Stock, Price Per Share (in Dollars per share)	$0.00	$0.00	'	'	$0.00	$0.00	'	'	$0.00
Stock Issued During Period, Value, Issued for Cash	'	$35,000	$2,227	'	'	'	$35,000	$6,000	'

7_Commitments_Details

7. Commitments (Details) (USD $)	3 Months Ended	12 Months Ended		62 Months Ended
7. Commitments (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 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	'	420,500	411,750	1,012,750	'	'	'	'
Contractual Obligation One Account Payable	'	42,000	6,000	42,000	'	'	'	'
Contractual Obligation Two	'	'	'	'	'	'	'	27,500
Contractual Obligation Two, Professional and Contract Fee Expense	'	330,000	330,000	'	'	'	'	'
Contractual Obligation Two Account Payable	'	383,500	91,000	383,500	'	'	'	'
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	'	45,000	43,500	'	'	'	'	'
Contractual Obligation Three Account Payable	'	60,000	15,000	60,000	'	'	'	'
Contractual Obligation	2,000	'	'	'	'	'	'	'
Stock Issued During Period, Shares, Issued for Services (in Shares)	600,000	600,000	'	'	'	'	'	'
Contractual Obligation, Due in Next Twelve Months	$500	'	'	'	'	'	'	'

8_Income_Taxes_Details

8. Income Taxes (Details) (USD $)	12 Months Ended
8. Income Taxes (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2028
Income Tax Disclosure [Abstract]	'	'
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration (in Dollars)	'	$1,385,519
Effective Income Tax Rate Reconcilation, at Canadian Statutory Income Tax Rate	27.00%	'
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	34.00%	'

8_Income_Taxes_Details_Income_

8. Income Taxes (Details) - Income Tax Provision (USD $)	12 Months Ended
8. Income Taxes (Details) - Income Tax Provision (USD $)	Dec. 31, 2013	Dec. 31, 2012
Income Tax Provision [Abstract]	'	'
Income tax recovery at statutory rate	$175,604	$199,965
Valuation allowance change	($175,604)	($199,965)

8_Income_Taxes_Details_Deferre

8. Income Taxes (Details) - Deferred Income Tax Assets (USD $)	Dec. 31, 2013	Dec. 31, 2012
Deferred Income Tax Assets [Abstract]	'	'
Net operating loss carried forward	$470,989	$295,385
Valuation allowance	($470,989)	($295,385)