Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Apr. 15, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | HDS International Corp. | |
Document Type | 10-K | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 1,649,844,444 | |
Entity Public Float | $268,221 | |
Amendment Flag | TRUE | |
Amendment Description | The sole purpose of this Amendment to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission ("SEC") on April 15, 2015, is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. No other changes have been made to this Form 10-K and this Amendment has not been updated to reflect events occurring subsequent to the filing of this Form 10-K. | |
Entity Central Index Key | 1454742 | |
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-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $73 | $3,371 |
Current portion of deferred financing costs | 1,020 | |
Total Current Assets | 1,093 | 3,371 |
Other Assets | ||
Deferred financing costs | 6,685 | |
Total Assets | 1,093 | 10,056 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 728,581 | 449,022 |
Accounts payable and accrued liabilities – related parties | 304,962 | 143,244 |
Note Payable – related party, currently in default | 300,000 | 300,000 |
Convertible debentures, net of unamortized discount of $36,088 and $28,384, respectively | 31,952 | 4,116 |
Derivative liability | 70,290 | 45,521 |
Total Current Liabilities | 1,435,785 | 941,903 |
Non-Current Liabilities | ||
Convertible debentures, net of unamortized discount of $nil and $55,603, respectively | 4,397 | |
Total Liabilities | 1,435,785 | 946,300 |
Preferred Stock Authorized: 25,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: nil preferred shares | 0 | 0 |
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: 571,564,504 and 377,203,075 shares, respectively | 571,564 | 377,203 |
Additional paid-in capital | 296,785 | 381,775 |
Accumulated deficit | -2,310,541 | -1,702,722 |
Total Stockholders' Equity/(Deficit) | -1,434,692 | -936,244 |
Total Liabilities and Stockholders' Equity/(Deficit) | $1,093 | $10,056 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible debentures, net of unamortized discount (in Dollars) | $36,088 | $28,384 |
Convertible debentures, net of unamortized discount (in Dollars) | 55,603 | |
Preferred stock, authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
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 | 571,564,504 | 377,203,075 |
Common Stock, outstanding | 571,564,504 | 377,203,075 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Expenses | ||
Consulting fees | $384,000 | $420,500 |
General and administrative | 2,945 | 6,115 |
Professional fees | 33,463 | 52,041 |
Transfer agent fees | 185 | 260 |
Total Operating Expenses | 420,593 | 478,916 |
Income/(Loss) Before Other Expenses | -420,593 | -478,916 |
Other Expenses | ||
Interest expense | 108,546 | 46,006 |
Loss on change in fair value of derivative liability | 78,680 | 45,521 |
Total Other Expenses | 187,226 | 91,527 |
Net Income/(Loss) | ($607,819) | ($570,443) |
Net Income/(Loss) Per Share, Basic and Diluted (in Dollars per share) | $0 | $0 |
Weighted Average Shares Outstanding (in Shares) | 406,443,367 | 377,186,685 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Deficit (USD $) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] | Total |
Balance at year end at Dec. 31, 2012 | $7,500 | $376,603 | $283,875 | ($1,132,279) | ($464,301) |
Balance at year end (in Shares) at Dec. 31, 2012 | 7,500,000 | 376,603,075 | |||
Issuance of shares for consulting fees | 600 | 5,400 | 6,000 | ||
Issuance of shares for consulting fees (in Shares) | 600,000 | ||||
Fair value of beneficial conversion feature recorded on issuance of convertible debt | 92,500 | 92,500 | |||
Net loss for the year | -644,602 | -570,443 | |||
Balance at year end at Dec. 31, 2013 | 7,500 | 377,203 | 381,775 | -1,702,722 | -936,244 |
Balance at year end (in Shares) at Dec. 31, 2013 | 7,500,000 | 377,203,075 | 377,203,075 | ||
Fair value of beneficial conversion feature recorded on issuance of convertible debt | 15,500 | 15,500 | |||
Common shares issued for conversion of debt | 194,361 | -100,490 | 93,871 | ||
Common shares issued for conversion of debt | 194,361,429 | ||||
Net loss for the year | -607,819 | -607,819 | |||
Balance at year end at Dec. 31, 2014 | $7,500 | $571,564 | $296,785 | ($2,310,541) | ($1,434,692) |
Balance at year end (in Shares) at Dec. 31, 2014 | 7,500,000 | 571,564,504 | 571,564,504 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 19 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Net income/(loss) for the year | ($607,819) | ($570,443) | |
Adjustment to reconcile net loss to net cash used in operating activities: | |||
Accretion of debt discount | 63,399 | 8,513 | |
Amortization of deferred financing costs | 6,165 | 2,815 | |
Loss on change in fair value of derivative liability | -78,680 | -45,521 | |
Shares issued for management and consulting fees | 6,000 | ||
Changes in operating assets and liabilities: | |||
Accounts payable and accrued liabilities | 279,559 | 329,290 | |
Accounts payable and accrued liabilities – related parties | 150,000 | 75,000 | |
Net Cash Gained/(Used) in Operating Activities | -30,016 | -103,304 | |
Financing activities | |||
Proceeds from convertible debenture, net of financing costs | 15,000 | 83,000 | |
Proceeds from related parties | 11,718 | 11,025 | |
Net Cash Provided by Financing Activities | 26,718 | 94,025 | |
Increase/(Decrease) in Cash | -3,298 | -9,279 | |
Cash, Beginning of Period | 3,371 | 12,650 | |
Cash, End of Period | 73 | 3,371 | 73 |
Non-cash investing and financing activities | |||
Adjustment to derivative liability due to conversion of debt | 53,911 | ||
Common shares issued for conversion of debt | 93,871 | ||
Debt discount due to beneficial conversion feature | $15,500 | $92,500 | $28,384 |
1_Nature_of_Operations_and_Con
1. Nature of Operations and Continuance of Business | 12 Months Ended |
Dec. 31, 2014 | |
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. The Company plans to engage in the business of providing renewable energy and eco-sustainability solutions based on its licensed technologies. 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. | |
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, 2014, the Company had a working capital deficiency of $1,434,692 and an accumulated deficit of $2,310,541. 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, 2014 | |||||
Accounting Policies [Abstract] | |||||
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies | ||||
a) Basis of Presentation and Principles of Consolidation | |||||
The consolidated financial statements for the periods ending December 31, 2014 and 2013 include the accounts of the Company, 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. | |||||
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. | |||||
b) 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 the fair values of convertible debentures, derivative liability, 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. | |||||
c) 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, 2014 and 2013, the Company had no cash equivalents. | |||||
d) 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. | |||||
e) 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. | |||||
f) 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. | |||||
g) | 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. | |||||
h) | 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. At December 31, 2014, the Company had 1,572,180,000 (2013 – 51,166,667) potentially dilutive shares from outstanding convertible debentures. | |||||
i) 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. | |||||
j) 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, 2014 and 2013, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | |||||
k) 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, 2014 and 2013 as follows: | |||||
Balance, | Conversions | Changes in Fair | Balance, | ||
December 31, | $ | Values | December 31, | ||
2013 | $ | 2014 | |||
$ | $ | ||||
Derivative Liability | 45,521 | -53,911 | 78,680 | 70,290 | |
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. | |||||
l) | Recent Accounting Pronouncements | ||||
The Company has limited operations and is considered to be in the development stage. During the year ended December 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. | |||||
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_Debt
3. Debt | 12 Months Ended | |
Dec. 31, 2014 | ||
Debt Disclosure [Abstract] | ||
Debt Disclosure [Text Block] | 3. Debt | |
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 is due 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, 2014, the Company recorded accrued interest of $3,191 (2013 - $1,475), 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 year ended December 31, 2014, the Company issued 25,277,857 common shares for the conversion of $32,500 of this debenture. During the year ended December 31, 2014, the Company had amortized $28,384 (2013 - $4,116) of the debt discount to interest expense. As at December 31, 2014, the carrying value of the debenture was $nil (2013 - $4,116). | ||
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, 2014, the Company revalued the derivative liability to its fair value resulting in the Company recording $115 (2013 - $1,011) as a loss on change in fair value of derivative liabilities. As at December 31, 2014, the fair value of the derivative liability was $1,605 (2013 - $45,521). Refer to Note 4. | ||
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 is due on January 16, 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, 2014, the Company recorded accrued interest of $3,077 (2013 - $1,019), 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 year ended December 31, 2014, the Company issued 23,312,500 common shares for the conversion of $7,460 of this debenture. During the year ended December 31, 2014, the Company had amortized $22,461 (2013 - $2,779) of the debt discount to interest expense. As at December 31, 2014, the carrying value of the debenture was $17,780 (2013 - $2,779). | ||
On January 11, 2014, the note became convertible resulting in the Company recording a derivative liability of $36,272 with a corresponding adjustment to loss on change in fair value of derivative liabilities. As at December 31, 2014, the Company revalued the derivative liability to its fair value resulting in the Company recording $23,331 (2013 - $nil) as a gain on change in fair value of derivative liabilities. As at December 31, 2014, the fair value of the derivative liability was $3,061 (2013 - $nil). Refer to Note 4. | ||
c) | 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 is due 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, 2014, the Company recorded accrued interest of $3,227 (2013 - $627), 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 year ended December 31, 2014, the Company had amortized $10,123 (2013 - $1,618) of the debt discount to interest expense. As at December 31, 2014, the carrying value of the debenture was $11,741 (2013 - $1,618). | ||
On April 2, 2014, the note became convertible resulting in the Company recording a derivative liability of $47,794 with a corresponding adjustment to loss on change in fair value of derivative liabilities. As at December 31, 2014, the Company revalued the derivative liability to its fair value resulting in the Company recording $2,882 (2013 - $nil) as a gain on change in fair value of derivative liabilities. As at December 31, 2014, the fair value of the derivative liability was $44,912 (2013 - $nil). Refer to Note 4. | ||
d) | On February 18, 2014, the Company entered into a $15,500 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on August 20, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (August 17, 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, 2014, the Company recorded accrued interest of $1,074 (2013 - $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 $15,500 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, 2014, the Company had amortized $2,431 (2013 - $nil) of the debt discount to interest expense. As at December 31, 2014, the carrying value of the debenture was $2,431 (2013 - $nil). | ||
On August 17, 2014, the note became convertible resulting in the Company recording a derivative liability of $21,750 with a corresponding adjustment to loss on change in fair value of derivative liabilities. As at December 31, 2014, the Company revalued the derivative liability to its fair value resulting in the Company recording $1,038 (2013 - $nil) as a gain on change in fair value of derivative liabilities. As at December 31, 2014, the fair value of the derivative liability was $20,712 (2013 - $nil). Refer to Note 4. | ||
Notes Payable, currently in default – related parties | ||
As at December 31, 2014, the Company owes $300,000 (2013 - $300,000) to a company controlled by former officers and directors of the Company. The amount owing is unsecured, bears interest at 10% per annum, and is due on August 16, 2012, currently in default. As at December 31, 2014, the Company has recorded accrued interest of $102,219 (2013 - $72,219) which has been included in accounts payable and accrued liabilities – related party. | ||
4_Derivative_Liabilities
4. Derivative Liabilities | 12 Months Ended | ||
Dec. 31, 2014 | |||
Disclosure Text Block [Abstract] | |||
Derivatives and Fair Value [Text Block] | 4. Derivative Liabilities | ||
The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Notes 3(a) and 3(b) 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, 2014, the Company recorded a loss on the change in fair value of derivative liability of $78,680 (2013 - $45,521). As at December 31, 2014, the Company recorded a derivative liability of $70,290 (2013 - $45,521). | |||
The following inputs and assumptions were used to value the convertible debentures outstanding during the period ended December 31, 2014 and 2013: | |||
· | The underlying stock price of $0.0014 was used as the fair value of the common stock as at December 31, 2013. | ||
· | The underlying stock price of $0.0006 to $0.0001 was used as the fair value of the common stock as at December 31, 2014. | ||
· | 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 June 7, 2013 debenture on December 4, 2013, the date the June 7, 2013 debenture became convertible, was $33,775. | ||
· | The balance of the principal and interest of the June 7, 2013 debenture on December 31, 2013 was $33,975. | ||
· | The balance of the principal and interest of the June 7, 2013 debenture on December 31, 2014 was $3,191. | ||
· | The principal of the debenture on the July 15, 2013 date of issuance was $27,500. | ||
· | The balance of the principal and interest of the July 15, 2013 debenture on January 11, 2014, the date the July 15, 2013 debenture became convertible, was $28,579. | ||
· | The balance of the principal and interest of the July 15, 2013 debenture on December 31, 2014 was $23,117. | ||
· | The principal of the debenture on the October 4, 2013 date of issuance was $32,500. | ||
· | The balance of the principal and interest of the October 4, 2013 debenture on April 2, 2014, the date the October 4, 2013 debenture became convertible, was $33,782. | ||
· | The balance of the principal and interest of the October 4, 2013 debenture on December 31, 2014 was $35,727. | ||
· | The principal of the debenture on the February 18, 2014 date of issuance was $15,500. | ||
· | The balance of the principal and interest of the February 18, 2014 debenture on August 17, 2014, the date the February 18, 2014 debenture became convertible, was $16,112. | ||
· | The balance of the principal and interest of the February 18, 2014 debenture on December 31, 2014 was $16,574. | ||
· | 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, 176% as at December 31, 2013, 175% as at January 11, 2014, 172% as at April 9, 2014, 176% as at June 30, 2014, 176% as at August 17, 2014, 170% as at September 30, 2014, 166% as at October 21, 2014, 165% as at October 22 and November 21, 2014, 166% as at October 26, 2014, 168% as at December 2, 2014, 170% as at December 4, 2014, 172% as at December 9, 2014, and 183% as at December 31, 2014. | ||
· | 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 | ||
Derivative loss due to new issuances | 105,816 | ||
Adjustment for conversion | -53,911 | ||
Mark to market adjustment at December 31, 2014 | -27,136 | ||
Balance, December 31, 2014 | 70,290 | ||
5_Common_Stock
5. Common Stock | 12 Months Ended | |
Dec. 31, 2014 | ||
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity Note Disclosure [Text Block] | 5. Common Stock | |
Share Transactions for the Year Ended December 31, 2014: | ||
a) | On April 9, 2014, the Company issued 8,571,429 common shares for the conversion of $12,000 of principal of the June 7, 2013 convertible debenture. Refer to Note 3(a). | |
b) | On October 21, 2014, the Company issued 38,520,000 common shares for the conversion of $9,630 of principal of the June 7, 2013 convertible debenture. Refer to Note 3(a). | |
c) | On October 28, 2014, the Company issued 38,520,000 common shares for the conversion of $9,630 of principal of the June 7, 2013 convertible debenture. Refer to Note 3(a). | |
d) | On November 21, 2014, the Company issued 15,500,000 common shares for the conversion of $1,240 of principal of the June 7, 2013 convertible debenture. Refer to Note 3(a). | |
e) | On November 26, 2014, the Company issued 19,000,000 common shares for the conversion of $1,520 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
f) | On December 2, 2014, the Company issued 24,750,000 common shares for the conversion of $1,980 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
g) | On December 4, 2014, the Company issued 24,750,000 common shares for the conversion of $1,980 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
h) | On December 9, 2014, the Company issued 24,750,000 common shares for the conversion of $1,980 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
All were converted within the original terms, so no gains (losses) were recorded. | ||
Share Transactions for the Year Ended December 31, 2013: | ||
i) | 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. | |
6_Related_Party_Transactions
6. Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | 6. Related Party Transactions | |
a) | As at December 31, 2014, the Company owes $300,000 (2013 - $300,000) to a company controlled by former officers and directors of the Company. The amount owing is unsecured, bears interest at 10% per annum, and is due on August 16, 2012, currently in default. As at December 31, 2014, the Company has recorded accrued interest of $102,219 (2013 - $72,219) which has been included in accounts payable and accrued liabilities – related party. | |
b) | As at December 31, 2014, the Company owes $15,225 (2013 - $10,225) to companies under common control by former 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, 2014, the Company has incurred $120,000 (2013 - $45,000) to the former President and CEO of the Company for consulting services. As at December 31, 2014, the Company recorded a related party accounts payable of $180,000 (2013 - $60,000), 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) | As at December 31, 2014, the Company owes $7,518 (2013 – $800) to the former President and CEO of the Company for reimbursement of expenses which has been included in accounts payable and accrued liabilities – related parties. The amount owing is unsecured, non-interest bearing, and due on demand. | |
7_Commitments
7. Commitments | 12 Months Ended | |
Dec. 31, 2014 | ||
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. On April 8, 2014, The Board of Directors reviewed the consulting agreement and adjusted the consulting fee from $3,000 to $500 per month effective January 1, 2014. | |
During the year ended December 31, 2014, the Company incurred $6,000 (2013 - $36,000) in consulting fees relating to this agreement, of which $48,000 (2013 - $42,000) has been recorded in accounts payable and accrued liabilities as at December 31, 2014. | ||
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. On April 8, 2014, The Board of Directors reviewed the consulting agreement and adjusted the consulting fee from $27,500 to $21,500 per month effective January 1, 2014. | |
During the year ended December 31, 2014, the Company incurred $258,000 (2013 - $330,000) in consulting fees relating to this agreement, of which $641,500 (2013 - $383,500) has been recorded in accounts payable and accrued liabilities as at December 31, 2014. | ||
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. On April 8, 2014, The Board of Directors reviewed the consulting agreement and adjusted the consulting fee from $3,750 to $10,000 per month effective January 1, 2014. | |
During the year ended December 31, 2014, the Company incurred $120,000 (2013 - $45,000) in consulting fees relating to this agreement, of which $180,000 (2013 - $60,000) has been recorded in accounts payable and accrued liabilities – related parties as at December 31, 2014. | ||
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 | ||||
Dec. 31, 2014 | |||||
Income Tax Disclosure [Abstract] | |||||
Income Tax Disclosure [Text Block] | 8. Income Taxes | ||||
The Company has a net operating loss carried forward of $1,851,259 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 35%, 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: | |||||
2014 | 2013 | ||||
$ | $ | ||||
Income tax recovery at statutory rate | 158,351 | 175,604 | |||
Valuation allowance change | -158,351 | -175,604 | |||
Provision for income taxes | – | – | |||
The significant components of deferred income tax assets and liabilities at December 31, 2014 and 2013 are as follows: | |||||
2014 | 2013 | ||||
$ | $ | ||||
Net operating loss carried forward | 629,340 | 470,989 | |||
Valuation allowance | -629,340 | -470,989 | |||
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_Events
9. Subsequent Events | 3 Months Ended | |
Apr. 15, 2015 | ||
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | 9. Subsequent Events | |
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, 2014, except for the following: | ||
a) | On February 6, 2015, the Company issued 28,000,000 common shares upon the issuance of $1,400 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
b) | On February 10, 2015, the Company issued 28,000,000 common shares upon the conversion of $1,400 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
c) | On February 13, 2015, the Company issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
d) | On February 18, 2015, the Company issued 31,000,000 common shares upon the conversion of $1,550 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
e) | On February 23, 2015, the Company issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
f) | On March 2, 2015, the Company issued 35,000,000 common shares upon the conversion of $1,750 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
g) | On March 3, 2015, the Company issued 37,000,000 common shares upon the issuance of $1,850 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
h) | On March 5, 2015, the Company entered into a Strategic Expansion Agreement ("Expansion Agreement") with its former controlling shareholder ("Shareholder") and a non-related party ("Licensor"). Pursuant to the terms of the Expansion Agreement, the Company also entered into a Global License Agreement ("License Agreement") granting the Company certain rights to technologies owned and controlled by the Licensor relating to emergency management, emergency communication, emergency response, enhanced emergency calling and related technologies in exchange for 13,350,000 newly-issued shares of Class B preferred stock, 200,000,000 newly-issued share of restricted shares of common stock, and 7,500,000 shares of Class A preferred stock transferred from the Shareholder. | |
Under the License Agreement, the Company was granted certain rights to technologies as noted above. These rights are non-exclusive unless the Company receives funding, through debt or equity financing, of at least $600,000 by September 9, 2015. If the Company is able to raise the required funding, the license will become exclusive. In exchange for the license, the Company has also agreed to pay $7,500 per month and is obligated to pay any costs, fees, and expenses incurred in connection with the filing, prosecution, and maintenance of the intellectual property under license. The license will continue in perpetuity so long as the Company continues to pay the monthly payment, does not materially breach its obligations under the agreement, does not cease to do business, and does not undergo a change of control. | ||
Under the Expansion Agreement, the Company agreed to settle all amounts owed to the Shareholder under a promissory note dated August 16, 2011 in exchange for transferring, conveying, assigning, and delivering to the Shareholder i) all the Company's rights, title, and interests under the NB Provincial License entered into on December 10, 2012 relating to technologies for gas exchange, carbon dioxide capture and sequestration, algae biomass production, and other renewable energy and eco-sustainability applications, ii) all the Company's rights, title, and interest under the exclusivity agreement with the City of Saint John, NB, Canada, entered into on November 30, 2012 relating to eco-technologies and iii) 342,150,496 newly-issued restricted shares of common stock. Under the Expansion Agreement, the Company has also agreed to issue 274,300 newly-issued shares of Class B preferred stock to a designee of the Licensor. | ||
i) | On March 5, 2015, the Company entered into settlement and general mutual release agreements with the Company's former President and Director and two of the Company's consultants. Pursuant to the settlement and release agreements, the Company has agreed to issue a total of 180,285,000 newly-issued shares of common stock for the settlement of all amounts owing to these parties. | |
j) | On March 5, 2015, the Company entered into a consulting agreement with the former President and Director of the Company ("Consultant") whereby the Company has agreed to pay $12,853 in cash, half to be paid within 15 days of the execution of the agreement and half to be paid within 45 days of the execution of the agreement and $500 in cash, due and payable on the last day of each month ending at the end of May 2015. In return, the Consultant has agreed to provide assistance with a variety of services including: providing the Company with transitional services associated with the Company's SEC filings, assist with the preparation of the 2014 10-K and 2015 Q1 10-Q filings, assist the Company winding down certain legacy business issues and provide the Company with access to files and records. | |
k) | On March 13, 2015, the Company issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
l) | On March 17, 2015, the Company issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). | |
m) | On March 18, 2015, the Company issued 83,000,000 common shares upon the issuance of $1,490 of principal of the July 15, 2013 convertible debenture and $2,660 of accrued and unpaid interest. Refer to Note 3(b). | |
n) | On March 24, 2015, the Company issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture. Refer to Note 3(c). | |
o) | On March 25, 2015, the Company issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture. Refer to Note 3(c). | |
p) | On April 1, 2015, the Company issued a draw-down convertible promissory note to a non-related party in the principal amount of up to $600,000. Under the terms of the promissory note, the amount is unsecured, bears interest at 10% per annum, and is due on April 1, 2016. The note is convertible into shares of common stock at a conversion rate of 50% of the average of the three lowest end-of-day closing prices of the Company's common stock for the twenty-five trading days prior to the date the holder elects to convert all or part of the promissory note. | |
q) | On April 1, 2015, the Company consented to the assignment of the February 18, 2014 and the October 4, 2013 convertible debentures. According to the terms of the assignment agreement, the February 18, 2014 note was sold to the purchaser and simultaneously exchanged for a new note (the "New February Note"). In accordance with the exchange, The New February Note was deemed to have been issued February 18, 2014, and carried substantially the same terms as the original note, with the following exceptions: the New February bears 0% interest, and the overall ownership of the purchaser at any one moment shall be limited to 9.99% of the issued and outstanding shares of our common stock. The purchaser also entered into an agreement with original debenture holder, granting the purchaser the exclusive right to acquire the October 4, 2013 note, on or before May 7, 2015 | |
r) | On April 2, 2015, the Company entered into an equity line of credit (ELOC) up to $4,000,000 with a non-related party, which allows the Company to "put" shares to the debtor at a 20% discount to the lowest trading price over the five consecutive trading days immediately succeeding the applicable Put Notice Date. The ELOC requires the filing of a registration statement prior to the funds becoming available to the Company. Once the registration is filed, funding under the ELOC occurs at the discretion of the Company. The minimum amount of the Put Notice is restricted to $5,000 and the maximum to 100% of the average of the daily trading dollar volume for the ten consecutive trading days immediately prior to the Put Notice Date but not to exceed an accumulated amount per month of $150,000 unless prior approval is obtained. | |
s) | On April 3, 2015, two shareholders of the Company agreed to convert 422,000,000 shares of common stock into 2,215,500 shares of Class B Preferred Stock at the request of the Company, to facilitate the closing of the other transactions herein described. | |
t) | On April 6, 2015, the Company entered into a Common Stock Purchase Warrant agreement with a non-related party providing the holder the right to purchase shares of common stock of the Company by investing up to $50,000 into new shares of common stock at a price of $0.001 per share for a period of five years. This warrant agreement was negotiated as part of the draw-down convertible promissory note as described in Note 7(p). | |
u) | On April 10, 2015, the Company issued 149,844,444 common shares upon the issuance of $6,743 of principal of the February 18, 2014 convertible debenture. Refer to Note 3(d). | |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accounting Policies [Abstract] | |||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Balance, | Conversions | Changes in Fair | Balance, | |
December 31, | $ | Values | December 31, | ||
2013 | $ | 2014 | |||
$ | $ | ||||
Derivative Liability | 45,521 | -53,911 | 78,680 | 70,290 |
4_Derivative_Liabilities_Table
4. Derivative Liabilities (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Disclosure Text Block [Abstract] | |||
Derivative Instruments, Gain (Loss) [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 | ||
Derivative loss due to new issuances | 105,816 | ||
Adjustment for conversion | -53,911 | ||
Mark to market adjustment at December 31, 2014 | -27,136 | ||
Balance, December 31, 2014 | 70,290 |
8_Income_Taxes_Tables
8. Income Taxes (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Income Tax Disclosure [Abstract] | |||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2014 | 2013 | |||
$ | $ | ||||
Income tax recovery at statutory rate | 158,351 | 175,604 | |||
Valuation allowance change | -158,351 | -175,604 | |||
Provision for income taxes | – | – | |||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2014 | 2013 | |||
$ | $ | ||||
Net operating loss carried forward | 629,340 | 470,989 | |||
Valuation allowance | -629,340 | -470,989 | |||
Net deferred income tax asset | – | – |
1_Nature_of_Operations_and_Con1
1. Nature of Operations and Continuance of Business (Details) (USD $) | Dec. 31, 2014 |
Natureof Operationand Continuanceof Business [Abstract] | |
Working Capital Deficit | $1,434,692 |
Cumulative Earnings (Deficit) | $2,310,541 |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Earnings Per Share, Potentially Dilutive Securities | 1,572,180,000 | 51,166,667 |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies (Details) - Assets and Liabilities Measured at Fair Value (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Feb. 06, 2015 | Feb. 10, 2015 | Feb. 13, 2015 | Feb. 18, 2015 | Feb. 23, 2015 | Mar. 02, 2015 | Mar. 03, 2015 | Mar. 13, 2015 | Mar. 17, 2015 | Mar. 18, 2015 | Mar. 24, 2015 | Mar. 25, 2015 | Apr. 10, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Assets and Liabilities Measured at Fair Value [Abstract] | |||||||||||||||||||
Derivative Liability | $45,521 | $70,290 | $45,521 | $70,290 | $45,521 | ||||||||||||||
Derivative Liability | 1,400 | 1,400 | 1,550 | 1,550 | 1,550 | 1,750 | 1,850 | 3,750 | 3,750 | 1,490 | 4,350 | 4,350 | 6,743 | -53,911 | |||||
Derivative Liability | $44,912 | $20,712 | $3,061 | $1,605 | ($78,680) | ($45,521) |
3_Debt_Details
3. Debt (Details) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 5 Months Ended | 7 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | 15 Months Ended | 18 Months Ended | 19 Months Ended | |||||||||||||||||||||||
Feb. 06, 2015 | Feb. 10, 2015 | Feb. 13, 2015 | Feb. 18, 2015 | Feb. 23, 2015 | Mar. 02, 2015 | Mar. 03, 2015 | Mar. 13, 2015 | Mar. 17, 2015 | Mar. 18, 2015 | Mar. 24, 2015 | Mar. 25, 2015 | Apr. 01, 2015 | Apr. 10, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 07, 2013 | Dec. 31, 2013 | Jul. 15, 2013 | Dec. 31, 2014 | Dec. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 29, 2014 | Aug. 18, 2014 | Feb. 18, 2014 | Jan. 11, 2014 | Dec. 30, 2013 | Dec. 29, 2013 | Dec. 04, 2013 | Oct. 04, 2013 | |
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $3,191 | $32,500 | $27,500 | $3,191 | $3,191 | $3,191 | $3,191 | $3,191 | $15,500 | $32,500 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | 8.00% | 8.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 8.00% | 8.00% | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.5 | 0.5 | 0.5 | 0.5 | 0.5 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 627 | 1,019 | 1,475 | 3,227 | 3,077 | 3,191 | ||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 32,500 | 27,500 | 15,500 | 32,500 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 28,000,000 | 28,000,000 | 31,000,000 | 31,000,000 | 31,000,000 | 35,000,000 | 37,000,000 | 75,000,000 | 75,000,000 | 83,000,000 | 87,000,000 | 87,000,000 | 149,844,444 | 23,312,500 | 25,277,857 | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 7,460 | 32,500 | ||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 1,618 | 2,779 | 4,116 | 2,431 | 15,500 | 92,500 | 10,123 | 22,461 | 28,384 | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 4,116 | 2,431 | 4,116 | 4,116 | 2,431 | 11,741 | 2,431 | 4,116 | 2,431 | 2,431 | 2,431 | 17,780 | 1,618 | 2,779 | ||||||||||||||||||||||
Convertible Debt | 33,975 | 47,794 | 33,975 | 33,775 | 33,975 | 47,794 | 16,574 | 47,794 | 33,975 | 47,794 | 47,794 | 47,794 | 21,750 | 36,272 | 46,532 | |||||||||||||||||||||
Derivative, Loss on Derivative | 115 | -105,816 | 1,011 | -46,532 | ||||||||||||||||||||||||||||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 44,912 | 20,712 | 3,061 | 1,605 | -78,680 | -45,521 | ||||||||||||||||||||||||||||||
Derivative, Gain on Derivative | 1,038 | 2,882 | 23,331 | |||||||||||||||||||||||||||||||||
Interest Payable | 72,219 | 102,219 | 72,219 | 72,219 | 102,219 | 1,074 | 102,219 | 72,219 | 102,219 | 102,219 | 102,219 | |||||||||||||||||||||||||
Notes Payable, Related Parties | $300,000 | $300,000 | $300,000 | $300,000 | $300,000 | $300,000 | $300,000 | $300,000 | $300,000 | $300,000 |
4_Derivative_Liabilities_Detai
4. Derivative Liabilities (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||
Jan. 11, 2014 | Apr. 19, 2014 | Jun. 30, 2014 | Aug. 17, 2014 | Sep. 30, 2014 | Oct. 21, 2014 | Oct. 26, 2014 | Nov. 21, 2014 | Dec. 02, 2014 | Dec. 04, 2014 | Dec. 09, 2014 | Dec. 03, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 30, 2014 | Aug. 18, 2014 | Feb. 18, 2014 | Dec. 04, 2013 | Oct. 04, 2013 | Jul. 15, 2013 | Jun. 07, 2013 | |
Disclosure Text Block [Abstract] | |||||||||||||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings (in Dollars) | $78,680 | $45,521 | |||||||||||||||||||
Derivative Liability (in Dollars) | 70,290 | 45,521 | |||||||||||||||||||
Fair Value Assumptions, Exercise Price (in Dollars per share) | $0.00 | ||||||||||||||||||||
Fair Value Assumptions, Low Exercise Price (in Dollars per share) | $0.00 | ||||||||||||||||||||
Fair Value Assumptions, High Exercise Price (in Dollars per share) | $0.00 | ||||||||||||||||||||
Debt Instrument, Face Amount (in Dollars) | 3,191 | 15,500 | 32,500 | 27,500 | 32,500 | ||||||||||||||||
Convertible Debt (in Dollars) | 36,272 | 47,794 | 33,975 | 16,574 | 21,750 | 46,532 | 33,775 | ||||||||||||||
Convertible Debt, Current (in Dollars) | 35,727 | 16,112 | 28,579 | ||||||||||||||||||
Convertible Notes Payable (in Dollars) | $33,782 | ||||||||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.00% | ||||||||||||||||||||
Fair Value Assumptions, Low Risk Free Interest Rate | 1.00% | ||||||||||||||||||||
Fair Value Assumptions, High Risk Free Interest Rate | 10.00% | ||||||||||||||||||||
Fair Value Assumptions, Expected Term | 120 years | ||||||||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 175.00% | 172.00% | 176.00% | 176.00% | 170.00% | 166.00% | 166.00% | 165.00% | 168.00% | 170.00% | 172.00% | 178.00% | 183.00% | 176.00% | |||||||
Fair Value Inputs, Probability of Default | 0.00% | ||||||||||||||||||||
Fair Value Inputs, Low Probability of Default | 1.00% | ||||||||||||||||||||
Fair Value Input, High Probability of Default | 5.00% |
4_Derivative_Liabilities_Detai1
4. Derivative Liabilities (Details) - Activity of the Derivative Liability (USD $) | 12 Months Ended | |||
Dec. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Activity of the Derivative Liability [Abstract] | ||||
Balance at year end | $70,290 | $45,521 | ||
Derivative loss due to new issuances | -115 | 105,816 | -1,011 | 46,532 |
Adjustment for conversion | 53,911 | |||
Mark to market adjustment at year end | -27,136 | -1,011 | ||
Balance at year end | $70,290 | $45,521 |
5_Common_Stock_Details
5. Common Stock (Details) (USD $) | 0 Months Ended | 3 Months Ended | 10 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Jan. 02, 2013 | Jan. 09, 2013 | Apr. 09, 2014 | Oct. 21, 2014 | Oct. 28, 2014 | Nov. 21, 2014 | Nov. 26, 2014 | Dec. 02, 2014 | Dec. 04, 2014 | Dec. 09, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ||||||||||||
Stock Issued during Period, Shares, Issued for Conversion of Debt | $8,571,429 | $38,520,000 | $38,520,000 | $15,500,000 | $19,000,000 | $24,750,000 | $24,750,000 | $24,750,000 | ||||
undefined | 12,000 | 9,630 | 9,630 | 1,240 | 1,520 | 1,980 | 1,980 | 1,980 | 93,871 | |||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 600,000 | 600,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $6,000 | $6,000 |
6_Related_Party_Transactions_D
6. Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 01, 2015 | |
Related Party Transactions [Abstract] | |||
Related Party Transaction, Due from (to) Related Party | $300,000 | $300,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |
Interest Expense, Related Party | 102,219 | 72,219 | |
Due to Related Parties | 10,225 | 15,225 | |
Due to Officers or Stockholders, Current | 120,000 | 45,000 | |
Accounts Payable and Accrued Liabilities - Other Related Party | 180,000 | 60,000 | |
Accounts Payable, Related Parties | $7,518 | $800 |
7_Commitments_Details
7. Commitments (Details) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 02, 2013 | Jan. 09, 2013 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2014 | 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 | |||||||||
Contractual Obligation One, Third Revision | 500 | |||||||||
Contractual Obligation One, Professional and Contract, Fee Expense | 6,000 | 36,000 | ||||||||
Contractual Obligation One Account Payable | 48,000 | 42,000 | ||||||||
Contractual Obligation Two | 27,500 | |||||||||
Contractual Obligation Two, First Revision | 21,500 | |||||||||
Contractual Obligation Two, Professional and Contract Fee Expense | 258,000 | 330,000 | ||||||||
Contractual Obligation Two Account Payable | 641,500 | 383,500 | ||||||||
Contractual Obligation Three | 3,000 | |||||||||
Contractual Obligation Three First Revision | 6,000 | |||||||||
Contractual Obligation Three Second Revision | 3,750 | |||||||||
Contractual Obligation Three, Third Revision | 10,000 | |||||||||
Contractual Obligation, Three Professional and Contract Fee Expense | 120,000 | 45,000 | ||||||||
Contractual Obligation Three Account Payable | 180,000 | 60,000 | ||||||||
Contractual Obligation Four | 2,000 | |||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 600,000 | 600,000 | ||||||||
Contractual Obligation Four, Periodic Payment | $500 |
8_Income_Taxes_Details
8. Income Taxes (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $1,851,259 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% |
8_Income_Taxes_Details_Future_
8. Income Taxes (Details) - Future Tax Assets and Liabilities (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Future Tax Assets and Liabilities [Abstract] | ||
Income tax recovery at statutory rate | $158,351 | $175,604 |
Valuation allowance change | ($158,351) | ($175,604) |
8_Income_Taxes_Details_Compone
8. Income Taxes (Details) - Components of Deferred Income Tax Assets and Liabilities (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Components of Deferred Income Tax Assets and Liabilities [Abstract] | ||
Net operating loss carried forward | $629,340 | $470,989 |
Valuation allowance | ($629,340) | ($470,989) |
9_Subsequent_Events_Details
9. Subsequent Events (Details) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | 15 Months Ended | 18 Months Ended | 19 Months Ended | ||||||||||||||||||||
Apr. 15, 2015 | Feb. 06, 2015 | Feb. 10, 2015 | Feb. 13, 2015 | Feb. 18, 2015 | Feb. 23, 2015 | Mar. 02, 2015 | Mar. 03, 2015 | Mar. 05, 2015 | Mar. 13, 2015 | Mar. 17, 2015 | Mar. 18, 2015 | Mar. 24, 2015 | Mar. 25, 2015 | Apr. 01, 2015 | Apr. 02, 2015 | Apr. 10, 2015 | Jun. 07, 2013 | Jul. 15, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 10, 2015 | Sep. 09, 2015 | Apr. 06, 2015 | Mar. 31, 2015 | Mar. 30, 2015 | Mar. 15, 2015 | Dec. 31, 2013 | |
Subsequent Events [Abstract] | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 28,000,000 | 28,000,000 | 31,000,000 | 31,000,000 | 31,000,000 | 35,000,000 | 37,000,000 | 75,000,000 | 75,000,000 | 83,000,000 | 87,000,000 | 87,000,000 | 149,844,444 | 23,312,500 | 25,277,857 | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $1,400 | $1,400 | $1,550 | $1,550 | $1,550 | $1,750 | $1,850 | $3,750 | $3,750 | $1,490 | $4,350 | $4,350 | $6,743 | ($53,911) | |||||||||||||||||
Class B Preferred Stock Issued During Period, Shares, Acquisition (in Shares) | 13,350,000 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 200,000,000 | ||||||||||||||||||||||||||||||
Class A Preferred Stock Issued During Period, Shares, Acquisition | 7500000.00% | ||||||||||||||||||||||||||||||
Contractual Obligation | 180,285,000 | 7,500 | 600,000 | 50,000 | 274,300 | 342,150,496 | 12,853 | ||||||||||||||||||||||||
Contractual Obligation, Future Minimum Payments Due, Remainder of Fiscal Year | 500 | ||||||||||||||||||||||||||||||
Interest Payable, Current | 2,660 | ||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 600,000 | 31,952 | 31,952 | 31,952 | 31,952 | 31,952 | 4,116 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.5 | 0.5 | 0.5 | 0.5 | 0.5 | ||||||||||||||||||||||||||
Line of Credit, Current | $4,000,000 | ||||||||||||||||||||||||||||||
Equity Conversion, Shares Exchange, Shares Issued (in Shares) | 2,215,500 | 422,000,000 | |||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $0.00 |