Transportation and Logistics Systems (TLSS) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 10, 2017
Document And Entity Information
Entity Registrant Name	PETROTERRA CORP.
Entity Central Index Key	1,463,208
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		115,147,064
Trading Symbol	PTRA
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Consolidated Balance Sheet

Consolidated Balance Sheet - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets:
Cash	$ 5,103	$ 11,725
Restricted cash	10,000
Prepaid expenses	676	676
Deferred expense		1,950
Total Current Assets	15,779	14,351
Total Assets	15,779	14,351
Current Liabilities
Accounts payable and accrued expenses	34,365	1,318
Deferred revenue		2,800
Payroll taxes payable		2,107
Total current liabilities	34,365	6,225
Total liabilities	34,365	6,225
Commitments and contingencies (Note 6)
Shareholders' Equity
Series A Convertible Preferred stock, par value $0.001 per share; authorized 4,000,000 shares; issued and outstanding 4,000,000 shares (Liquidation value $4,000,000)	4,000
Common stock, par value $0.001 per share; authorized 500,000,000 shares; issued and outstanding 115,147,064 and 114,202,944 at March 31,2017 and December 31, 2016, respectively	115,147	114,203
Additional paid-in capital	(111,047)	(106,103)
Retained earnings (Accumulated deficit)	(26,686)	26
Total Stockholders' Equity (Deficit)	(18,586)	8,126
Total Liabilities and Stockholders' Equity (Deficit)	$ 15,779	$ 14,351

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0
Preferred stock, shares authorized	4,000,000	0
Preferred stock, shares issued	4,000,000	0
Preferred stock, shares outstanding	4,000,000	0
Preferred stock, liquidation value	$ 4,000,000	$ 0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	115,147,064	114,202,944
Common Stock, shares outstanding	115,147,064	114,202,944

Consolidated Statement of Opera

Consolidated Statement of Operations (Unaudited)	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Income Statement [Abstract]
Revenues	$ 26,272
Total Revenue	26,272
Cost of Revenues
Carrier fees	17,450
Dispatch costs	450
Total Cost of Revenues	17,900
Gross Profit	8,372
Operating Expenses:
Legal and professional	31,650
Rent - affiliate	900
General and administrative expenses	2,534
Total Operating Expenses	35,084
Operating Loss	(26,712)
Net Loss	$ (26,712)
Net Loss per Common Share
Basic and Diluted | $ / shares
Weighted Average Common Shares Outstanding:
Basic and Diluted | shares	114,213,434

Consolidated Statement Of Chang

Consolidated Statement Of Changes In Stockholder's Equity (Deficit) (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($)	Preferred Stock Series A [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Total
Balance at Dec. 31, 2016		$ 114,203	$ (106,103)	$ 26	$ 8,126
Balance, shares at Dec. 31, 2016		114,202,944
Recapitalization	$ 4,000	$ 944	(4,944)
Recapitalization, shares	4,000,000	944,120
Net Loss for three months ended March 31,2017				(26,712)	(26,712)
Balance at Mar. 31, 2017	$ 4,000	$ 115,147	$ (111,047)	$ (26,686)	$ (18,586)
Balance, shares at Mar. 31, 2017	4,000,000	115,147,064

Consolidated Statement Of Cash

Consolidated Statement Of Cash Flows (Unaudited)	3 Months Ended
	Mar. 31, 2017USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (26,712)
Increase (decrease) in cash resulting from changes in:
Prepaid expenses and other current assets	1,950
Accounts payable	23,047
Deferred revenue	(2,800)
Payroll tax payable	(2,107)
Net Cash Provided By (Used In) Operating Activities	(6,622)
CASH FLOWS FROM INVESTING ACTIVITIES:
Restricted cash acquired	10,000
Net Cash Provided by Investing Activities	10,000
Net Increase in Cash, Cash Equivalents and Restricted Cash	3,378
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	11,725
Cash, Cash Equivalents and Restricted Cash at End of Period	15,103
Cash paid during the year for:
Interest
Income Taxes
Cash and cash equivalents	5,103
Restricted Cash	10,000
Total cash, cash equivalents and restricted cash	$ 15,103

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 – Organization and Business Operations PetroTerra Corp. (the “Company”) was incorporated under the laws of the State of Nevada, on July 25, 2008 and prior to the reverse merger discussed below, was inactive. Save On Transport Inc. (“Save On”) was incorporated in the state of Florida and started business on July 12, 2016 (“Inception Date”). Save On is a provider of integrated transportation management solutions consisting of brokerage and logistic services such as transportation scheduling, routing and other value added services related to the transportation of automobiles and other freight. Save On has generated nominal revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. On March 30, 2017 (the “Closing Date”), Petroterra Corp. and Save On entered into a Share Exchange Agreement, dated as of the same date (the “Share Exchange Agreement”). Pursuant to the terms of the Share Exchange Agreement, Save On became a wholly-owned subsidiary of Petroterra Corp. on the Closing Date (the “Reverse Merger”). The Combined companies are hereafter referred to as the “Company”. The transaction is being accounted for as a reverse merger between a private company and an inactive public company in which Save On, the private company, is considered to be the acquirer of Petroterra Corp. since the sole shareholder of Save On obtained approximately 99% voting control and management and board control. Accordingly, the reverse merger is accounted for as a recapitalization of Save On in which the assets and liabilities of both companies, on the transaction date, are recorded at their historical book values, the equity of Save On is retroactively restated to give effect to the exchange of the Save On shares for Petroterra Corp. shares, the historical activity of the combined entity is that of Save On and the activity of Petroterra Corp. is recorded only from the date of the transaction.

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2 – Going Concern The accompanying unaudited consolidated financial statements are prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is in an early stage and the net loss and cash used in operations for the three months ended March 31, 2017 was $26,712 and $6,622, respectively. The company had a working capital deficit, accumulated deficit and stockholders’ deficit of $18,586, $26,686, and $18,586 as of March 31, 2017, respectively, and further losses are anticipated in the development of its business. It is management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon increasing revenues both organically, with increased marketing efforts, and potential acquisition targets, which would be accretive to the Company. Additional capital may be required for the Company to meet its revenue growth plans. The consolidated financial statements do not include any adjustments relating to recovery of recorded assets or classification of liabilities should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 – Summary of Significant Accounting Policies Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and disclosures necessary for comprehensive presenation of financial position, results of operations or cash flow. However, these unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited interim consolidated financial statements be read in conjunction with the financial statements of Save On Transport, Inc. for the year ended December 31, 2016, and notes thereto included in the Company’s current report on Form 8-K, filed on April 5, 2017. The Company follows the same accounting policies in the preparation of its annual and interim reports. The results of operations in interim periods are not necessarily an indication of operating results to be expected for the full year. Principles of Consolidation The unaudited consolidated financial statements of the Company include the consolidated accounts of Petroterra Corp. and its wholly owned subsidiary, Save On. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the unaudited consolidated financial statements, in accordance with United States Generally Accepted Accounting Principles, requires management to make estimates and assumptions about future events that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates and periodically adjusts its estimates and assumptions, based on historical experience, the impact of the current economic environment, and other key factors. Volatile energy markets, as well as changes in consumer spending, have increased the inherent uncertainty in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant estimates included in the accompanying unaudited consolidated financial statements and footnotes include the valuation of derivative instruments. Revenue Recognition and Cost of Revenue The Company recognizes operating revenues and the related direct costs of such revenue as of the date the freight is delivered by the carrier. Customer payments received prior to delivery are recorded as a deferred revenue liability and related carrier fees if paid prior to delivery are recorded as a deferred expense asset. In accordance with ASC Topic 605-45, Principal Agent Considerations, the Company recognizes revenue on a gross basis. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Basic and Diluted Loss Per Share The Company computes loss per share in accordance with ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding shares of common stock during the period. Diluted loss per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive loss per share excludes all potential shares of common stock if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal. Recent Accounting Pronouncements In August 2015, FASB issued ASU 2015-14, Deferral of the Effective Date, which amends ASC Topic 606, Revenue from Contracts with Customers. ASC Topic 606 was established by previously-issued ASU 2014-09, discussed below. For public business entities, the amendments in ASU 2015-14 defer the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. Early adoption of ASU 2014-09 is permitted. In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers , which established ASC Topic 606. The new revenue recognition standard eliminates all industry-specific guidance and provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The amendments in this ASU may be applied retrospectively to each period presented, or as a cumulative effect adjustment as of the date of adoption. Management is currently evaluating the accounting, transition and disclosure requirements of the standard and expects to know the financial statement impact upon adoption in 2018.

Deferred Expenses

Deferred Expenses	3 Months Ended
	Mar. 31, 2017
Deferred Expenses
Deferred Expenses	Note 4 - Deferred Expenses The following table presents the composition of deferred expenses: March 31, 2017 December 31, 2016 Carrier Fees $ — $ 1,950 Deferred expenses $ — $ 1,950

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	3 Months Ended
	Mar. 31, 2017
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities	Note 5 - Accounts Payable and Accrued Liabilities The following table presents the composition of accounts payable and accrued liabilities: March 31, 2017 December 31, 2016 Accounts Payable $ 24,365 $ 1,318 Accrued Expenses 10,000 — Accounts payable and accrued expense $ 34,365 $ 1,318

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 – Commitments and Contingencies From time to time, we may be involved in litigation relating to claims arising out of our operation in the normal course of business. As of March 31, 2017, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on results of our operations.

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholders’ Equity	Note 7 – Stockholders’ Equity Preferred The preferred stock is designated Series A Convertible Preferred Stock. Each share of preferred stock has a par value of $.001 and a stated value of $1.00. Dividends are payable at the rate per share of 7% per annum cumulative. The Series A preferred shares have no voting rights, except as required by law. Each share of preferred stock is convertible at a conversion price of $.0833 at the option of the holder; provided, however, if a triggering event occurs, as defined in the document, the conversion price shall thereafter be reduced, and only reduced, to equal forty percent of lowest VWAP during the thirty consecutive trading day period prior to the conversion date . The beneficial ownership limitation attached to conversion is 4.99% which can be decreased or increased, upon not less than 61 days notice to the Company, but in no event exceeding 19.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of common stock upon conversion of the preferred stock. After 36 months the Company has the right to redeem all, but not less than all, of the outstanding preferred shares in cash at a price equal to 130% of the stated value plus any accrued but unpaid dividends thereon. Total shares issuable upon conversion shall not exceed 48,000,000 in the aggregate. Recapitalization On March 30,2017, the Company closed the Share Exchange Agreement between Save on and Petroterra Corp. and is deemed to have issued 4,000,000 Series A convertible preferred shares and 944,120 common shares to the original shareholders of Petroterra Corp. The Company acquired assets of $10,000 and assumed liabilities of $10,000.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 8 – Related Party Transactions The Company executed a sublease agreement with an affiliate for office space for a one year term. The sublease commenced on August 1, 2016 at a rate of $300 per month.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events On April 25, 2017, the Company entered into a Securities Purchase Agreement with RedDiamond Partners LLC (“RedDiamond”) pursuant to which the Company would issue to RedDiamond Convertible Promissory Notes in an aggregate principal amount of up to $355,000, which includes a purchase price of $350,000 and transaction costs of $5,000. On April 25, 2017, the Company received the initial Tranche of $95,000, which is a loan amount of $100,000, net of the $5,000 fee, recorded as convertible note payable. The initial Tranche matures on April 25, 2018 and each tranche will mature 1 year after the date of such funding. The second Tranche will be for $85,000 and will occur upon the later of: (i) thirty (30) days after the First Closing; and (ii) the Filing Date of the Registration Statement. The third Tranche will be for $85,000 and will occur sixty (60) days after the First Closing. The fourth Tranche will be for $85,000 and will occur ninety (90) days after the First Closing. The Purchaser shall not be required to fund any Tranche subsequent to the first Tranche if there is an event of default as described in the promissory notes. The RedDiamond Note bears interest at a rate of 12% per annum and is convertible into shares of the Company’s common stock at RedDiamond’s option at 65% of the lowest VWAP for the previous ten trading days preceding the conversion. In connection with the issuance of the Convertible Promissory Note above, the Company determined that the terms of the Convertible Promissory Note included a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives were determined using the Black-Scholes valuation model. On the initial measurement date, the fair value of the embedded conversion option derivatives of $132,702 was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the Convertible Promissory Note of $95,000 with the remainder of $37,702 charged as initial derivative expense. On April 25, 2017, initial measurement date, the fair value of the derivative liabilities was estimated using the Black-Scholes valuation model with the following assumptions: dividend rate 0%, expected term 1.0 year, expected volatility 404.5%, risk-free interest rate 1.09%.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and disclosures necessary for comprehensive presenation of financial position, results of operations or cash flow. However, these unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited interim consolidated financial statements be read in conjunction with the financial statements of Save On Transport, Inc. for the year ended December 31, 2016, and notes thereto included in the Company’s current report on Form 8-K, filed on April 5, 2017. The Company follows the same accounting policies in the preparation of its annual and interim reports. The results of operations in interim periods are not necessarily an indication of operating results to be expected for the full year.
Principles of Consolidation	Principles of Consolidation The unaudited consolidated financial statements of the Company include the consolidated accounts of Petroterra Corp. and its wholly owned subsidiary, Save On. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the unaudited consolidated financial statements, in accordance with United States Generally Accepted Accounting Principles, requires management to make estimates and assumptions about future events that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates and periodically adjusts its estimates and assumptions, based on historical experience, the impact of the current economic environment, and other key factors. Volatile energy markets, as well as changes in consumer spending, have increased the inherent uncertainty in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant estimates included in the accompanying unaudited consolidated financial statements and footnotes include the valuation of derivative instruments.
Revenue Recognition and Cost of Revenue	Revenue Recognition and Cost of Revenue The Company recognizes operating revenues and the related direct costs of such revenue as of the date the freight is delivered by the carrier. Customer payments received prior to delivery are recorded as a deferred revenue liability and related carrier fees if paid prior to delivery are recorded as a deferred expense asset. In accordance with ASC Topic 605-45, Principal Agent Considerations, the Company recognizes revenue on a gross basis.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share The Company computes loss per share in accordance with ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding shares of common stock during the period. Diluted loss per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive loss per share excludes all potential shares of common stock if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2015, FASB issued ASU 2015-14, Deferral of the Effective Date, which amends ASC Topic 606, Revenue from Contracts with Customers. ASC Topic 606 was established by previously-issued ASU 2014-09, discussed below. For public business entities, the amendments in ASU 2015-14 defer the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. Early adoption of ASU 2014-09 is permitted. In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers , which established ASC Topic 606. The new revenue recognition standard eliminates all industry-specific guidance and provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The amendments in this ASU may be applied retrospectively to each period presented, or as a cumulative effect adjustment as of the date of adoption. Management is currently evaluating the accounting, transition and disclosure requirements of the standard and expects to know the financial statement impact upon adoption in 2018.

Deferred Expenses (Tables)

Deferred Expenses (Tables)	3 Months Ended
	Mar. 31, 2017
Deferred Expenses
Summary of Composition of Deferred Expenses	The following table presents the composition of deferred expenses: March 31, 2017 December 31, 2016 Carrier Fees $ — $ 1,950 Deferred expenses $ — $ 1,950

Accounts Payable and Accrued 18

Accounts Payable and Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2017
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Liabilities	The following table presents the composition of accounts payable and accrued liabilities: March 31, 2017 December 31, 2016 Accounts Payable $ 24,365 $ 1,318 Accrued Expenses 10,000 — Accounts payable and accrued expense $ 34,365 $ 1,318

Organization and Business Ope19

Organization and Business Operations (Details Narrative)	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Percentage of voting control and management and board control	99.00%

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Loss	$ (26,712)
Cash used in operations	(6,622)
Working capital deficit	18,586
Accumulated deficit	26,686	$ (26)
Stockholders’ deficit	$ (18,586)	$ 8,126

Deferred Expenses - Summary of

Deferred Expenses - Summary of Composition of Deferred Expenses (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Deferred Expenses
Carrier Fees		$ 1,950
Deferred expenses		$ 1,950

Accounts Payable and Accrued 22

Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Accounts Payable	$ 24,365	$ 1,318
Accrued Expenses	10,000
Accounts payable and accrued expense	$ 34,365	$ 1,318

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)	Mar. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Preferred stock, stated value		$ 0.001	$ 0
Acquired assets	$ 10,000
Assumed liabilities	$ 10,000
Series A Convertible Preferred Stock [Member]
Preferred stock, par value		.001
Preferred stock, stated value		$ 1
Dividends payable rate		7.00%
Number of preferred shares issued	4,000,000
Preferred Stock [Member]
Dividends payable rate		130.00%
Debt conversion price, per share		$ 0.0833
Debt conversion beneficial ownership, percent		4.99%
Convertible preferred stock, shares issued upon conversion		48,000,000
Common Stock [Member]
Debt conversion beneficial ownership, percent		19.99%
Number of preferred shares issued	944,120

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	3 Months Ended
	Mar. 31, 2017USD ($)
Related Party Transactions [Abstract]
Sublease agreement office space, term	1 year
Sublease commenced per month value	$ 300

Subsequent Event (Details Narra

Subsequent Event (Details Narrative) - Subsequent Event [Member] - Securities Purchase Agreement [Member] - RedDiamond Partners LLC [Member]	Apr. 25, 2017USD ($)
Aggregate principal amount	$ 355,000
Purchase price	350,000
Transaction costs	$ 5,000
Each tranche matures term	each tranche will mature 1 year after the date of such funding.
Percentage of bears interest rate per annum	12.00%
Percentage of common stock option of lowest VWAP	65.00%
Fair value of embedded conversion option derivatives	$ 132,702
Proceeds from convertible promissory note	95,000
Initial derivative expense	$ 37,702
Dividend rate	0.00%
Expected term	1 year
Expected volatility	404.50%
Risk-free interest rate	1.09%
Initial Tranche [Member]
Aggregate principal amount	$ 95,000
Loan amount	100,000
Fee amount	$ 5,000
Tranche matures date	Apr. 25, 2018
Second Tranche [Member]
Aggregate principal amount	$ 85,000
Third Tranche [Member]
Aggregate principal amount	85,000
Fourth Tranche [Member]
Aggregate principal amount	$ 85,000