Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Attune RTD | ' | ' |
Entity Central Index Key | '0001477776 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $3,678,870 |
Entity Common Stock, Shares Outstanding | ' | 43,312,429 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | ' | ' |
Total Current Assets | 0 | 0 |
Property and Equipment, net | ' | 78,497 |
Total Assets | 0 | 78,497 |
Current Liabilities | ' | ' |
Accounts Payable and Accrued Expenses | 254,915 | 145,372 |
Accrued Salaries | 401,456 | 181,537 |
Royalty Payable | 22,000 | 22,000 |
Deferred Revenue | ' | 10,000 |
Liability to Guarantee Equity Value | 90,980 | 90,980 |
Convertible Note Payable (portion in default), net of discount of $16,898 and $2,696 at December 31, 2013 and 2012, respectively | 155,502 | 120,304 |
Related Party Debt | 29,620 | 10,184 |
Note Payable in default | 217,350 | 171,107 |
Derivative Liability | 169,785 | 110,828 |
Total Current Liabilities | 1,341,608 | 862,312 |
Total Liabilities | 1,341,608 | 862,312 |
Commitments and Contingencies (See Note 11) | ' | ' |
Stockholders' Deficit | ' | ' |
Class B Participating Cumulative Preferred Super voting Stock, $0.0166 par value; 1,000,000 shares authorized; 1,000,000 issued and outstanding at December 31, 2013 and 2012, respectively | 16,600 | 16,600 |
Class A Common Stock, $0.00004897 par value; 20,000,000,000 shares authorized; 43,312,429 and 32,126,727 shares issued and outstanding at December 31, 2013 and 2012, respectively | 2,121 | 1,573 |
Additional Paid-in Capital | 4,842,626 | 4,029,371 |
Stock Payable | 37,500 | 48,500 |
Deficit accumulated during development stage | -6,240,455 | -4,879,859 |
Total Stockholders' Deficit | -1,341,608 | -783,815 |
Total Liabilities and Stockholders' Deficit | $0 | $78,497 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Discount on Convertible Notes Payable | $16,898 | $2,696 |
Class B Participating Cumulative Preferred stock, par value | $0.02 | $0.02 |
Class B Participating Cumulative Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Class B Participating Cumulative Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Class B Participating Cumulative Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Class A Common stock, par value | $0.00 | $0.00 |
Class A Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Class A Common stock, shares issued | 43,312,429 | 32,126,727 |
Class A Common stock, shares outstanding | 43,312,429 | 32,126,727 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 78 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
Revenues | $950 | $1,877 | $50,577 |
Operating Expenses | ' | ' | ' |
General and Administrative Expense | 847,966 | 546,273 | 4,146,251 |
Change in Fair Value-Derivative | 21,240 | -38,946 | 69,410 |
Impairment of Patent and Trademarks | ' | ' | 62,634 |
Loss on Software Impairment | ' | 74,269 | 74,269 |
Payroll Expense | 393,398 | 297,864 | 1,680,401 |
Total Operating Expenses | 1,262,604 | 879,460 | 6,032,965 |
Loss from Operations | -1,261,654 | -877,583 | -5,982,388 |
Other Income (expense) | ' | ' | ' |
Gain on Asset Theft, net | ' | ' | 29,125 |
Interest Expense | -98,942 | -75,862 | -180,939 |
Interest Income | ' | ' | 15,999 |
(Loss) Gain on Debt Conversion | ' | ' | -122,252 |
Total Other Income (expense) | -98,942 | -75,862 | -258,067 |
Net Loss | -1,360,596 | -953,445 | -6,240,455 |
Preferred stock dividends | -20,250 | -20,250 | -130,987 |
Net Loss applicable to common stock | ($1,380,846) | ($973,695) | ($6,371,442) |
Net Loss per common share applicable to common stock: | ' | ' | ' |
Basic and diluted | ($0.03) | ($0.03) | ' |
Weighted average number of common shares outstanding: | ' | ' | ' |
Basic and diluted | 39,951,230 | 30,583,453 | ' |
Statements_of_Changes_in_Stock
Statements of Changes in Stockholders' Equity (Deficit) (USD $) | Preferred Stock - Class B [Member] | Common Stock - Class A [Member] | Additional Paid-In Capital [Member] | Stock Payable [Member] | Development Stage [Member] | Total |
Balance at Jul. 13, 2007 | ' | ' | ' | ' | ' | $0 |
Balance, shares at Jul. 13, 2007 | ' | ' | ' | ' | ' | ' |
Issuance of common stock for cash | 2,213 | 11 | 78,776 | ' | ' | 81,000 |
Issuance of common stock for cash, shares | 133,333 | 224,000 | ' | ' | ' | ' |
Offering costs | ' | ' | -2,500 | ' | ' | -2,500 |
Issuance of stock for services | 14,387 | 688 | 285,755 | ' | ' | 300,830 |
Issuance of stock for services, shares | 866,667 | 14,050,000 | ' | ' | ' | ' |
Valuation of officer's contributed services | ' | ' | 111,781 | ' | ' | 111,781 |
Net loss | ' | ' | ' | ' | -441,633 | -441,633 |
Balance at Dec. 31, 2007 | 16,600 | 699 | 473,812 | ' | -441,633 | 49,478 |
Balance, shares at Dec. 31, 2007 | 1,000,000 | 14,274,000 | ' | ' | ' | ' |
Issuance of common stock for cash | ' | 115 | 360,135 | ' | ' | 360,250 |
Issuance of common stock for cash, shares | ' | 2,352,803 | ' | ' | ' | ' |
Offering costs | ' | ' | -1,500 | ' | ' | -1,500 |
Issuance of stock for services | ' | 8 | 34,522 | ' | ' | 34,530 |
Issuance of stock for services, shares | ' | 169,000 | ' | ' | ' | ' |
Issuance of stock for debt settlement | ' | 5 | 14,995 | ' | ' | 15,000 |
Issuance of stock for debt settlement, shares | ' | 100,000 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -422,612 | -422,612 |
Balance at Dec. 31, 2008 | 16,600 | 827 | 881,964 | ' | -864,245 | 35,146 |
Balance, shares at Dec. 31, 2008 | 1,000,000 | 16,895,803 | ' | ' | ' | ' |
Issuance of common stock for cash | ' | 181 | 437,254 | ' | ' | 437,435 |
Issuance of common stock for cash, shares | ' | 3,688,438 | ' | ' | ' | ' |
Offering costs | ' | ' | -7,000 | ' | ' | -7,000 |
Issuance of stock for services | ' | 3 | 11,147 | ' | ' | 11,150 |
Issuance of stock for services, shares | ' | 66,333 | ' | ' | ' | ' |
Issuance of stock for debt settlement | ' | 39 | 118,247 | ' | ' | 118,286 |
Issuance of stock for debt settlement, shares | ' | 788,571 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -645,946 | -645,946 |
Balance at Dec. 31, 2009 | 16,600 | 1,050 | 1,441,612 | ' | -1,510,191 | -50,929 |
Balance, shares at Dec. 31, 2009 | 1,000,000 | 21,439,145 | ' | ' | ' | ' |
Issuance of common stock for cash | ' | 105 | 442,076 | ' | ' | 442,181 |
Issuance of common stock for cash, shares | ' | 2,138,610 | ' | ' | ' | ' |
Issuance of stock for services | ' | 53 | 340,952 | ' | ' | 341,005 |
Issuance of stock for services, shares | ' | 1,076,000 | ' | ' | ' | ' |
Issuance of stock for debt settlement | ' | 12 | 96,945 | ' | ' | 96,957 |
Issuance of stock for debt settlement, shares | ' | 247,249 | ' | ' | ' | ' |
Redemption of Stock by Officers for Loan Repayment | ' | -26 | -175,799 | ' | ' | -175,825 |
Redemption of Stock by Officers for Loan Repayment, shares | ' | -521,439 | ' | ' | ' | ' |
Stock issued to Shareholder | ' | 7 | -7 | ' | ' | 0 |
Stock issued to Shareholder, shares | ' | 139,944 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -1,036,938 | -1,036,938 |
Balance at Dec. 31, 2010 | 16,600 | 1,201 | 2,145,779 | ' | -2,547,129 | -383,549 |
Balance, shares at Dec. 31, 2010 | 1,000,000 | 24,519,509 | ' | ' | ' | ' |
Issuance of common stock for cash | ' | 311 | 1,318,439 | ' | ' | 1,318,750 |
Issuance of common stock for cash, shares | ' | 6,349,750 | ' | ' | ' | ' |
Issuance of stock for services | ' | 47 | 250,003 | ' | ' | 250,050 |
Issuance of stock for services, shares | ' | 965,000 | ' | ' | ' | ' |
Stock Redeemed | ' | -1 | -4,998 | ' | ' | -4,999 |
Stock Redeemed, shares | ' | -29,988 | ' | ' | ' | ' |
Stock rescinded from prior investment | ' | -135 | 135 | ' | ' | 0 |
Stock rescinded from prior investment, shares | ' | -2,759,375 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -1,379,285 | -1,379,285 |
Balance at Dec. 31, 2011 | 16,600 | 1,422 | 3,709,359 | ' | -3,926,414 | -199,033 |
Balance, shares at Dec. 31, 2011 | 1,000,000 | 29,044,896 | ' | ' | ' | ' |
Issuance of common stock for cash | ' | 75 | 152,925 | ' | ' | 153,000 |
Issuance of common stock for cash, shares | ' | 1,530,000 | ' | ' | ' | ' |
Issuance of stock for services | ' | 69 | 152,321 | 48,500 | ' | 200,890 |
Issuance of stock for services, shares | ' | 1,413,900 | ' | ' | ' | ' |
Note Payable Conversion | ' | 7 | 7,993 | ' | ' | 8,000 |
Note Payable Conversion, shares | ' | 137,931 | ' | ' | ' | ' |
Settlement of Derivative due to Conversion | ' | ' | 6,773 | ' | ' | 6,773 |
Contributed Capital | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -953,445 | -953,445 |
Balance at Dec. 31, 2012 | 16,600 | 1,573 | 4,029,371 | 48,500 | -4,879,859 | -783,815 |
Balance, shares at Dec. 31, 2012 | 1,000,000 | 32,126,727 | ' | ' | ' | ' |
Issuance of common stock for cash | ' | ' | ' | 12,500 | ' | 12,500 |
Issuance of stock for services | ' | 330 | 672,920 | -23,500 | ' | 649,750 |
Issuance of stock for services, shares | ' | 6,732,500 | ' | ' | ' | ' |
Redemption of Stock by Officers for Loan Repayment | ' | ' | ' | ' | ' | ' |
Note Payable Conversion | ' | 218 | 54,382 | ' | ' | 54,600 |
Note Payable Conversion, shares | ' | 4,453,202 | ' | ' | ' | ' |
Settlement of Derivative due to Conversion | ' | ' | 36,491 | ' | ' | 36,491 |
Disposal of truck – related party | ' | ' | 4,815 | ' | ' | 4,815 |
Forgiveness of salary | ' | ' | 40,000 | ' | ' | 40,000 |
Contributed Capital | ' | ' | 4,647 | ' | ' | ' |
Net loss | ' | ' | ' | ' | -1,360,596 | -1,360,596 |
Balance at Dec. 31, 2013 | $16,600 | $2,121 | $4,842,626 | $37,500 | ($6,240,452) | ($1,341,608) |
Balance, shares at Dec. 31, 2013 | 1,000,000 | 43,312,429 | ' | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 78 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net Loss | ($1,360,596) | ($953,445) | ($6,240,455) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ' | ' | ' |
Class A common stock and preferred stock granted for services | 649,750 | 200,890 | 1,788,205 |
Contributed Capital | ' | ' | 111,781 |
Depreciation and Amortization | 89,704 | 97,703 | 243,307 |
Interest expense on conversion to Class A common stock | ' | 23,586 | 24,035 |
Loss on conversions of debt to Class A common stock | ' | ' | 147,252 |
Gain on asset theft, net | ' | ' | -29,125 |
Impairment of Patent, Trademarks and Software | ' | 74,269 | 136,902 |
Change in Fair Value-Derivative | 21,240 | -38,946 | 69,410 |
Bad Debt Expense | ' | ' | 9,000 |
Gain on forgiveness of debt | ' | ' | -25,000 |
Penalty Expense on defaulting – Asher Enterprises | 1,500 | 43,000 | 5,800 |
Changes in Assets and Liabilities: | ' | ' | ' |
Accounts Receivable | ' | 9,783 | -9,000 |
Prepaid Expenses | ' | 2,706 | ' |
Security Deposit | ' | 1,800 | -1,794 |
Accounts Payable and Accrued Expenses | 355,909 | 72,270 | 672,026 |
Accrued Salary | ' | ' | 117,874 |
Liability to Guarantee Equity Value | ' | ' | 35,000 |
Deferred Financing Costs | ' | 124 | 829 |
Deferred Revenue | ' | 10,000 | 10,000 |
Royalty Payable | ' | 22,000 | 22,000 |
NET CASH USED IN OPERATING ACTIVITIES | -242,493 | -434,260 | -2,873,253 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Deferred Patent costs | ' | ' | -41,378 |
Trademark costs | ' | ' | -21,254 |
Loans receivable from Officers | ' | ' | -175,825 |
Insurance proceeds on asset theft | ' | ' | 30,961 |
Cash paid for purchase of fixed assets | ' | ' | -27,820 |
Disposition of fixed assets | ' | ' | 1,500 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | ' | ' | -233,816 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Contributed Capital | 4,647 | ' | 4,647 |
Sale of Class A - Common Stock | 12,500 | 153,000 | 2,760,117 |
Offering costs related to the Sale of Class A - Common Stock | ' | ' | -11,000 |
Sale of Class B - Preferred Stock | ' | ' | 45,000 |
Principal Payments on Capital Lease Obligations | ' | -530 | -5,809 |
Loan Payable to Principal Stockholder | 29,436 | 10,184 | 99,620 |
Repayment of Loan Payable to Principal Stockholder | ' | ' | -4,800 |
Borrowings on Debt | 202,500 | 45,500 | 288,000 |
Principal payment on truck loans | -6,590 | -15,808 | -31,936 |
Principal payments on Software Licensing | ' | -12,223 | -31,768 |
Cash Paid for Redemption of Stock | ' | ' | -5,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 242,493 | 180,123 | 3,107,069 |
NET INCREASE (DECREASE) IN CASH | 0 | -254,137 | 0 |
CASH AT BEGINNING OF YEAR | ' | 254,137 | ' |
CASH AT END OF YEAR | ' | ' | ' |
Cash paid during the year: | ' | ' | ' |
Interest Expense | 98,942 | 75,862 | 176,871 |
Income Tax | ' | ' | ' |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ' | ' | ' |
Conversion of a Vendor Liability into Shares of Class A Common Stock | ' | ' | 40,000 |
Capital Lease Obligation Recorded as Property and Equipment | ' | ' | 7,058 |
Conversion of a shareholder loan into shares of Class A common stock | ' | ' | 55,200 |
Reclassification of equity to liability to guarantee equity value due to price guarantee upon conversion | ' | ' | 70,000 |
Reclassification of accounts payable to liability to guarantee equity value due to price guarantee upon conversion | ' | ' | 48,980 |
Capitalization of Deferred Financing Costs | ' | ' | 2,500 |
Debt Discount | 74,208 | 34,748 | 108,956 |
Conversion of Debt | 54,600 | 8,000 | 62,600 |
Derivative Adjustment due to Debt Conversion | 36,491 | 6,774 | 43,264 |
Redemption of stock by officers for loan repayment | ' | ' | 175,828 |
Financing of Software costs | ' | ' | 117,270 |
Financing of Truck Purchase | ' | ' | 114,190 |
Shares accrued in the prior period and issued in current period | 36,000 | ' | 36,000 |
Disposal of Truck | 65,949 | ' | 65,949 |
Reclassification of Deferred revenue | 10,000 | ' | 10,000 |
Forgiveness of salary by related party | $40,000 | ' | $40,000 |
Nature_of_Operations_Basis_of_
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies | ' | ||||||||||||||||
1 | NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Attune RTD, Inc. (the “Company”) was incorporated in Nevada on December 2001 as Catalyst Set Corporation and was dormant until July 14, 2007. On September 7, 2007, the Company changed its name to Interfacing Technologies, Inc. On March 24, 2008, the Company changed its name to Attune RTD, Inc., which it believes more accurately reflects its current business operations. | |||||||||||||||||
The Company was formed in order to provide developed technology related to the operations of energy efficient electronic systems such as swimming pool pumps, sprinkler controllers and heating and air conditioning controllers, among others. | |||||||||||||||||
The Company is presented as in the development stage from July 14, 2007 (Inception of Development Stage) through December 31, 2013. To date, the Company’s business activities during development stage have been corporate formation, raising capital and the development and patenting of its products with the hopes of entering the commercial marketplace in the near future. | |||||||||||||||||
We are a development stage company. We have generated no significant revenues to date. our auditors have raised substantial doubt as to our ability to continue as a going concern. | |||||||||||||||||
USE OF ESTIMATES | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the estimates of depreciable lives and valuation of property and equipment, allowances for losses on loans receivable, valuation of deferred patent costs, valuation of equity based instruments issued for other than cash, valuation of officers’ contributed services, and the valuation allowance on deferred tax assets. | |||||||||||||||||
The Company recognizes expenses in the same period in which they are incurred. The Company recognizes revenue in the same period in which they are incurred from its business activities when goods are transferred or services rendered. The Company’s revenue generating process consists of the sale of its proprietary technology or the rendering of professional services consisting of consultation and engineering relating types of activity within the industry. The Company’s current billing process consists of generating invoices for the sale of its merchandise or the rendering of professional services. Typically, invoices are accepted by vendor and payment is made against the invoice within 60 days upon receipt. | |||||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||
For the purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2013 or 2012, respectively. | |||||||||||||||||
PROPERTY AND EQUIPMENT | |||||||||||||||||
Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: | |||||||||||||||||
Depreciation | Useful Lives | ||||||||||||||||
Vehicles | 5 Years | ||||||||||||||||
Computers | 5 Years | ||||||||||||||||
Equipment | 5 Years | ||||||||||||||||
CONCENTRATION OF CREDIT RISK | |||||||||||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. The Company’s cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $0 of cash balances in excess of federally insured limits at December 31, 2013 and 2012. | |||||||||||||||||
REVENUE RECOGNITION | |||||||||||||||||
The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, the fees are fixed or determinable, no significant Company obligations remain, and collection of the related receivable is reasonably assured. | |||||||||||||||||
The Company recognizes revenue in the same period in which they are incurred from its business activities when goods are transferred or services rendered. The Company’s revenue generating process consists of the sale of its proprietary technology or the rendering of professional services consisting of consultation and engineering relating types of activity within the industry. The Company’s current billing process consists of generating invoices for the sale of its merchandise or the rendering of professional services. Typically, invoices are accepted by vendor and payment is made against the invoice within 60 days upon receipt. | |||||||||||||||||
Revenues for the year ended December 31, 2013 were concentrated solely from one customer. The Company anticipates that its revenues in the future will come from both retail consumers and resellers. | |||||||||||||||||
DEFERRED PATENT COSTS AND TRADEMARK | |||||||||||||||||
Patent costs are stated at cost (inclusive of perfection costs) and will be reclassified to intangible assets and amortized on a straight-line basis over the estimated future periods to be benefited (typically, twenty years) if and once the patent has been granted by the United States Patent and Trademark office (“USPTO”). The Company will write-off any currently capitalized costs for patents not granted by the USPTO. Currently, the Company has one patent, U.S. Patent No. 7,777,366 B2, which was awarded by the USPTO on August 17, 2010. | |||||||||||||||||
On December 16, 2008, the Company filed its service mark, BrioWave, in standard characters with the USPTO. The service mark was first used in commerce on August 8, 2008 and filed for opposition by the USPTO on January 5, 2010. Trademark costs are capitalized on the Company’s balance sheet during the period such costs are incurred. The trademark is determined to have an indefinite useful life and is not amortized until such useful life is determined no longer indefinite. The trademark is reviewed for impairment annually. As of December 31, 2013, the Company fully impaired all patents and trademarks cost of $62,634 due to uncertainty regarding funding of future costs. | |||||||||||||||||
IMPAIRMENT OF LONG-LIVED ASSETS | |||||||||||||||||
The Company accounts for long-lived assets in accordance with “Accounting for the Impairment or Disposal of Long-Lived Assets” (ASC 360-10). This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |||||||||||||||||
In December 2011, the Company assessed its patents and trademarks and based on uncertainty of future funding and commercialization, the Company recognized a loss on all of its trademark and patents in the amount of $62,634, the carrying value at the time of impairment. | |||||||||||||||||
In December 2012, the Company assessed its software and based on uncertainty of future funding and commercialization, the Company recognized a loss on its software in the amount of $74,269, the carrying value at the time of impairment. | |||||||||||||||||
SOFTWARE LICENSE | |||||||||||||||||
The Company capitalized its purchase of a software license in March 2013. The license is being amortized over 60 months following the straight-line method and is included in “Other Assets” on the Company’s balance sheet in accordance to ASC 350. During the year ended December 31, 2013, the Company recorded $19,545 of amortization expense related to the license. The terms and conditions of the license arrangement that it has in place with its vendor, IBI, for the software is based on a sixty month buyout agreement for a perpetual license, which is payable in equal consecutive monthly installments of $5,650. The monthly payment includes interest, the respective portion of a one-time software license fee of $142,669 and associated maintenance fees. This agreement grants the Company the non-exclusive, non-transferable right to use the specified software in object code form only, on the Company’s designated servers. The fees and the installment payments may not be cancelled. If installments are not made when due, and the default continues for 30 days after notice, the remaining unpaid balance of the one-time license fee shall be immediately due and payable. The Company may prepay the balance of remaining installments at any time, with an appropriate credit, as determined by IBI, for the future portion of the interest. Maintenance will be provided for the balance of the designated period. The vendor may transfer and assign the Company’s payment obligation hereunder. As of December 31, 2013, the Company is in default under the terms and conditions of the license agreement. The Company has been in contact with IBI over the non-payment situation and as of the date of this filing, the vendor has not prevented access to the software and continues to bill the Company for its respective monthly payments. Due to insignificant revenue and possible termination of contract, the Company has recognized impairment of $74,269 related to the software license as of December 31, 2012. The asset is fully impaired. | |||||||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | |||||||||||||||||
The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. | |||||||||||||||||
RESEARCH AND DEVELOPMENT | |||||||||||||||||
In accordance generally accepted accounting principles (ASC 730-10), expenditures for research and development of the Company’s products are expensed when incurred, and are included in operating expenses. | |||||||||||||||||
ADVERTISING | |||||||||||||||||
The Company conducts advertising for the promotion of its products and services. In accordance with generally accepted accounting principles (ASC 720-35), advertising costs are charged to operations when incurred, and such amounts aggregated $750 and $36,700 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||||||
Compensation expense associated with the granting of stock based awards to employees and directors and non-employees is recognized in accordance with generally accepted accounting principles (ASC 718-20) which requires companies to estimate and recognize the fair value of stock-based awards to employees and directors. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. | |||||||||||||||||
INCOME TAXES | |||||||||||||||||
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | |||||||||||||||||
In July 2006, the FASB issued ASC 740, “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. ASC 740 became effective as of January 1, 2007 and had no impact on the Company’s financial statements. | |||||||||||||||||
The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. | |||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
On January 1, 2008, the Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities. | |||||||||||||||||
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. | |||||||||||||||||
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: | |||||||||||||||||
● | Level 1. Observable inputs such as quoted prices in active markets; | ||||||||||||||||
● | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | ||||||||||||||||
● | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013, on a recurring basis: | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Gains (Losses) | |||||||||||||
Derivative Liability | $ | - | $ | - | $ | 169,785 | $ | (21,240 | ) | ||||||||
Total | $ | - | $ | - | $ | 169,785 | $ | (21,240 | ) | ||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2012, on a recurring basis: | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Gains (Losses) | |||||||||||||
Derivative Liability | $ | - | $ | - | $ | 110,828 | $ | 38,946 | |||||||||
Total | $ | - | $ | - | $ | 110,828 | $ | 38,946 | |||||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE | |||||||||||||||||
Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As of December 31, 2013 and 2012, there were no potentially dilutive securities. As a result, the basic and diluted per share amounts for all periods presented are identical | |||||||||||||||||
NEW ACCOUNTING PRONOUNCEMENTS | |||||||||||||||||
In February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||||||||||||||||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income (but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period); and | ||||||||||||||||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||||||||||||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||||||||||||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |||||||||||||||||
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. | |||||||||||||||||
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. | |||||||||||||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill . The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations. |
Going_Concern
Going Concern | 12 Months Ended | |
Dec. 31, 2013 | ||
Going Concern | ' | |
Going Concern | ' | |
2 | GOING CONCERN | |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. For the years ended December 31, 2013 and 2012, the Company had a net loss of $1,360,596 and $953,445, respectively, and net cash used in operations of $242,493 and $434,260, respectively, and was a development stage company with little to no revenues. In addition, as of December 31, 2013, the Company had a working capital deficit of $1,341,608 and a deficit accumulated during the development stage of $6,240,455. | ||
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. | ||
In order to execute its business plan, the Company will need to raise additional working capital and generate revenues. There can be no assurance that the Company will be able to obtain the necessary working capital or generate revenues to execute its business plan. | ||
Management’s plan to increase working capital includes completing product development, generating marketing agreements with product distributors and raising additional funds through a private placement offering or offerings of the Company’s common stock. | ||
Management believes its business development and capital raising activities will provide the Company with the ability to continue as a going concern. |
Patents_and_Trademarks
Patents and Trademarks | 12 Months Ended | |
Dec. 31, 2013 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |
Patents and Trademark | ' | |
3 | PATENTS AND TRADEMARKS | |
In December 2011, the Company assessed its patents and trademarks and due to uncertainty of future funding and commercialization, the Company recognized a loss on its trademark and patents in the amount of $62,634, the carrying value at the time of impairment. | ||
In December 2012, the Company assessed its software and due to uncertainty of future funding and commercialization, the Company recognized a loss on its software in the amount of $74,269, the carrying value at the time of impairment. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Property and Equipment | ' | ||||||||||
4 | PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment consisted of the following: | |||||||||||
Est. | December 31, | December 31, | |||||||||
Useful | 2013 | 2012 | |||||||||
Lives | |||||||||||
Computer equipment | 5 Years | $ | - | 10,227 | |||||||
Office equipment | 5 Years | - | 5,606 | ||||||||
Vehicles | 5 Years | - | 114,190 | ||||||||
- | 130,023 | ||||||||||
Less total accumulated depreciation | - | (51,526 | ) | ||||||||
$ | - | 78,497 |
Note_Payable
Note Payable | 12 Months Ended | |
Dec. 31, 2013 | ||
Debt Disclosure [Abstract] | ' | |
Note payable | ' | |
5 | NOTE PAYABLE | |
Secured Promissory Note 1. On June 21, 2013, The Company issued a Secured Promissory note in the amount $55,000 to an investor (the “Secured Promissory Note 1”). Secured Promissory Note 1 has a maturity date of June 23, 2014 and an annual interest rate of 12% per annum. Secured Promissory Note 1 is collateralized with the Company’s Energy Forecasting and Management Device”, Patent #7777366, including the associated source code. Under the terms and conditions of the agreement, a portion of the funds received from investor was used to satisfy a debt obligation owed to the Company’s patent filing attorney. As an incentive to induce investor, the Company issued a Warrant grant, giving the investor the right, but not the obligation, to purchase 1,375,000 shares of common stock at a fixed price of $0.04 per share, issued on June 21, 2013 and expiring at midnight on June 23, 2016. The warrants issued are tainted due to the derivative liability, see note 7. | ||
Secured Promissory Note 2. On June 21, 2013, The Company issued a Secured Promissory note in the amount $55,000 to an investor (the “Secured Promissory Note 2”). Secured Promissory Note 2 has a maturity date of June 23, 2014 and an annual interest rate of 12% per annum. Secured Promissory Note 2 is collateralized with the Company’s Energy Forecasting and Management Device”, Patent #7777366, including the associated source code. Under the terms and conditions of the agreement, a portion of the funds received from investor was used to satisfy a debt obligation owed to the Company’s patent filing attorney. As an incentive to induce investor, the Company issued a Warrant grant, giving the investor the right, but not the obligation, to purchase 1, 375,000 shares of common stock at a fixed price of $0.04 per share, issued on June 21, 2013 and expiring at midnight on June 23, 2016. The warrants issued are tainted due to the derivative liability, see note 7. | ||
During the period, the Company received $29,436 advances from a related party. The advances are non-interest bearing with no stated maturity. In the event of a default, all payments made by the related party will be converted into the Company’s common stock at a conversion price of $0.13 per share. As of December 31, 2013, the Company is not in default. | ||
On June 8, 2013, the Company released and discharged two Ford F150 vehicles, and all claims of ownership along with the entire remaining debt obligations owed on each vehicle to each of Messrs. Davis and Bianco. Both vehicles were purchased personally by and registered to each of Messrs. Davis and Bianco for business use in a pilot program the Company participated in with a major utility provider. The Company began making payments of $755.70 beginning on June 6, 2011 for the vehicle purchased by Mr. Davis and ended making payments on December 2012. The Company began making payments of $755.70 beginning on June 6, 2011 for the vehicle purchased by Mr. Bianco and ended making payments on December 2012. During the period ended, December 31, 2013, the Company wrote of $70,764 of debt related to balance owed on the two trucks. In association with the truck, the net book value of $65,949 was simultaneously written off. The difference of $4,815 was recorded as additional paid-in capital due to related party relationship. |
Convertible_Note
Convertible Note | 12 Months Ended | |
Dec. 31, 2013 | ||
Debt Disclosure [Abstract] | ' | |
Convertible Note | ' | |
6 | CONVERTIBLE NOTE | |
Convertible Note 1. On September 2011, the Company issued a convertible promissory note in the amount of $42,500 to an investor (the “Convertible Note 1”). Convertible Note 1 had a maturity date of July 2012 and an annual interest rate of 8% per annum. The holder of Convertible Note 1 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. The convertible note has a variable conversion price of 58% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded convertible note as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $34,430, as of December 31, 2012, the discount was fully amortized. On May 2012, the Company issued 137,931 shares of Class A Common Stock to holder of the convertible note for conversion of $8,000 principal. During the period ended December 31, 2012, the Company was assessed a penalty of $17,250 due to default. On March 2013, the Company issued 591,133 shares of Class A Common Stock to the holder for the conversion of $12,000 principal of the convertible note. On July 2013, the Company issued 862,069 shares of the Class A Common Stock to the holder of the convertible note for the conversion of $15,000 principal of the convertible note. On October 2013, the Company issued 2,000,000 shares of Class A Common Stock to the holder of convertible note for the conversion of $7,600 principal of the convertible note. Due to conversion in accordance with the conversion terms; therefore, no gain of loss was recognized. As of December 31, 2013, the Company has a remaining principal balance due of $17,150 and accrued interest of $2,823. | ||
Convertible Note 2. On January 5, 2012, the Company issued a second convertible promissory note in the amount of $42,500 to the same investor (the “Convertible Note 2”). Convertible Note 2 had a maturity date of July 2012 and an annual interest rate of 8% per annum. The holder of Convertible Note 2 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 2 has a conversion price of 58% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 2 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $31,748, as of December 31, 2012, the discount was fully amortized. As of December 31, 2012, the Company is in default and was assessed a penalty of $21,250. As of December 31, 2013, the Company has a remaining principal balance due of $63,750 and accrued interest of $5,280. | ||
Convertible Note 3. On December 3, 2012, the Company issued a third convertible promissory note in the amount of $3,000 to the same investor (the “Convertible Note 3”). Convertible Note 3 had a maturity date of September 5, 2013 and an annual interest rate of 8% per annum. The holder of Convertible Note 3 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 3 has a conversion price of 58% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. The holder of Convertible Note 3 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 3 has a conversion price of 58% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 3 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $3,000, as of December 31, 2013, the discount was fully amortized. As of December 31, 2013, the Company is in default with the repayment term and was assessed a penalty of $1,500. As of December 31, 2013, the Company has a remaining principal balance due of $4,500 and accrued interest of $266. | ||
Convertible Note 4. On February 21, 2013, the Company issued a fourth convertible promissory note in the amount of $50,000 to the same investor (the “Convertible Note 4”). Convertible Note 4 had a maturity date of November 25, 2013 and an annual interest rate of 8% per annum. The holder of Convertible Note 4 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 4 has a conversion price of 50% representing a discount rate of 50% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 4 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $38,864, as of December 31, 2013, the discount was fully amortized. As of December 31, 2013, the Company has a remaining principal balance due of $50,000 and accrued interest of $3,430. | ||
Convertible Note 5. On April 18, 2013, the Company issued a fifth convertible promissory note in the amount of $22,500 to the same investor (the “Convertible Note 5”). Convertible Note 5 had a maturity date of January 22, 2014 and an annual interest rate of 8% per annum. The holder of Convertible Note 5 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 5 has a variable conversion price of 45% representing a discount rate of 55% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 5 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $21,824, as of December 31, 2013, the discount of 12,546 was amortized. As of December 31, 2013, the Company has a remaining principal balance due of $22,500 and accrued interest of $1,267. | ||
Convertible Note 6. On August 5, 2013, the Company issued a sixth convertible promissory note in the amount of $10,000 to the same investor (the “Convertible Note 6”). Convertible Note 6 has a maturity date of May 7, 2014 and an annual interest rate of 8% per annum. The holder of Convertible Note 6 has the right to convert any outstanding principal and accrued interest into fully paid and non-assessable shares of Common Stock. Convertible Note 6 has a variable conversion price of 35% representing a discount rate of 65% of the average of the three lowest closing bid stock prices over the last ten days and contains no dilutive reset feature. Due to the indeterminable number of shares to be issued at conversion, the Company recorded Convertible Note 6 as a derivative liability (See Note 8). As a result of the derivative the Company recorded a debt discount of $10,000, as of December 31, 2013, the discount of $2,444 was amortized. As of December 31, 2013, the Company has a remaining principal balance due of $10,000 and accrued interest of $324 | ||
Convertible Note – related party. During the fiscal year 2013, the Company amended a $10,000 promissory note to a convertible promissory note with a related party. The note was amended to include a fixed conversion price of $0.02 per share. During the same period, the Company entered into another $10,000 Convertible Note with the same holder under the same term. Due to the embedded derivative as a result of the Convertible Notes 1 through 6, taints all convertible instrument and as such the notes are value apart of derivative liability (See note 8). As a result of the derivative the Company recorded a debt discount of $3,546, as of December 31, 2013, the discount was fully amortized. During the same period, both convertible notes were converted into 1,000,000 shares of Class A Common Stock. Due to conversion within the terms of the note, no gain or loss was recorded. | ||
Default under Certain Notes. Because the Company has failed to pay the remaining principal balance, together with accrued and unpaid interest, upon the maturity dates of Convertible Notes 1, 2, and 3 (collectively, the “Convertible Notes”), the Company is now in default under the respective Convertible Notes. The Convertible Notes are held by the same holder. On January 30, 2013, the holder of Convertible Notes presented a demand for immediate payment, as provided in the terms of the notes, of an aggregate of $120,000, representing 150% of the remaining outstanding principal balance of Convertible Notes 1, 2, and 3, together with default interest under the terms of the Notes. As of the date of this filing, the Company continues to work with the holder of the Convertible Notes. The Company anticipates the parties will be able to resolve the issue amicably. The holder of the Convertible Notes has continued to support the Company and has advanced certain additional funds to the Company after the date of his initial demand letter. The excess of $1,500 owed in addition to the principal amount owed under Convertible Notes represents penalty on default and is recorded as a loss in the Company’s income statement. As of December 31, 2013 and 2012, total principal under default is $89,900 and $120,000, respectively. | ||
Tainted Investor Warrants. The derivative feature of the Convertible Notes taints all existing convertible instruments, and specifically taints the 2,750,000 warrants issued on June 21, 2013 that will mature on June 23, 2016. As of December 31, 2013, the Company recognized a loss of tainting of warrants of $30,116 (see Note 7). |
Derivative_Liability
Derivative Liability | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||
Derivative Liability | ' | ||||||||
7 | DERIVATIVE LIABILITY | ||||||||
As discussed in Note 6 under Convertible Debentures, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. | |||||||||
The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recorded current derivative liabilities of $169,785 and $110,828 at December 31, 2013 and 2012, respectively. The change in fair value of the derivative liabilities resulted in a loss of ($21,240) and gain $38,946 for the period ended December 31, 2013 and 2012, respectively, which has been reported as other income (expense) in the statements of operations. The loss of $21,240 for the period ended December 31, 2013 consisted of a gain of $13,056 attributable to the fair value of attributable to the fair value of the convertible notes; an expense of ($30,116) attributable to the issuance of warrants that were tainted during the period; and a loss of ($4,180) attributable to value excess of the convertible note discount. The gain of $38,946 for the period ended December 31, 2012 consisted of a gain of $38,946 attributable to the fair value of attributable to the fair value of the convertible notes. | |||||||||
The following presents the derivative liability value at December 30, 2013 and 2012: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Convertible Note - Related party | $ | 169,785 | $ | 110,828 | |||||
$ | 169,785 | $ | 110,828 | ||||||
The following is a summary of changes in the fair market value of the derivative liability during the period ended December 31, 2013 and 2012: | |||||||||
Balance, December 31, 2011 | $ | 121,546 | |||||||
Increase in derivative due to issuance of convertible note | 35,002 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | (38,946 | ) | |||||||
Decrease due to debt conversion | (6,774 | ) | |||||||
Balance, December 31, 2012 | 110,828 | ||||||||
Increase in derivative value due to issuance of convertible notes | 78,388 | ||||||||
Increase in derivative value due to tainting of warrants | 30,116 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | (13,056 | ) | |||||||
Decrease due to debt conversion | (36,491 | ) | |||||||
Balance, December 31, 2013 | $ | 169,785 | |||||||
Key inputs and assumptions used to value the convertible debentures and warrants issued during the period ended December 31, 2013 and 2012: | |||||||||
- | The Note #1 & #2 face amount as of 12/31/13 is $93,000 with an initial conversion price of 58% of the 3 lowest lows out of the 10 previous days (effective rate of 40.27%). Both notes are in default and obligated to pay the 50% penalty and accrued interest – we therefore assumed the note balances of $19,166 and $66,234 (total $93,000) and no additional interest is being accrued. | ||||||||
- | The Note #3 face amount as of 12/31/13 is $3,000 (plus a default penalty assessment of $1,500) with an initial conversion price of 50% of the 3 lowest lows out of the 10 previous days (effective rate of 34.71%). | ||||||||
- | The Note #4 face amount as of 12/31/13 is $50,000 with an initial conversion price of 50% of the lowest lows out of the 90 previous days (effective rate of 34.71%). | ||||||||
- | The Note #5 face amount as of 12/31/13 is $22,500 with an initial conversion price of 45% of the lowest lows out of the 90 previous days (effective rate of 31.24% | ||||||||
- | The Note #6 face amount as of 12/31/13 is $0 (converted 7/25/13). | ||||||||
- | The Note #7 face amount as of 12/31/13 is $10,000 with an initial conversion price of 35% of the lowest lows out of the 120 previous days (effective rate of 24.30%). | ||||||||
- | The projected volatility curve for each valuation period was based on the annual historical volatility of the company. | ||||||||
- | For Notes #1 through #7 an event of default would occur 10% of the time, increasing 5.00% per quarter to a maximum of 50%. | ||||||||
- | The Holder would redeem based on availability of alternative financing, increasing 2.0% monthly to a maximum of 10%; and | ||||||||
- | The Holder would automatically convert the notes at maturity if the registration was effective and the company was not in default. |
Common_Stock
Common Stock | 12 Months Ended | |
Dec. 31, 2013 | ||
Stockholders' Equity Note [Abstract] | ' | |
Common Stock | ' | |
8 | COMMON STOCK | |
Upon formation, the Company was authorized to issue 50,000 shares of common stock with no par value. On September 7, 2007, upon shareholder approval, the Company amended its Articles of Incorporation to increase the number of authorized common shares to 1,000,000. On that same date, the Company also effected a 280 for 1 forward stock split. All share and per share data in the accompanying financial statements has been retroactively adjusted to reflect the stock split. | ||
On November 28, 2007, upon shareholder approval, the Company amended its Articles of Incorporation to establish two classes of stock. The first class of stock is Class A Common Stock, par value $0.0166, of which 59,000,000 shares were initially authorized, and the holders of the Class A Common Stock are entitled to one vote per share. The second class of stock is Class B Participating Cumulative Preferred Super-voting Stock, par value $0.0166, of which 1,000,000 shares are authorized. On March 4, 2013, stockholders voted to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to (a) increase the number of authorized shares of Common Stock from fifty nine million (59,000,000) shares of Common Stock to twenty billion (20,000,000,000) shares of Common stock; (b) amend the par value of Common Stock from a par value $0.0166 per share to a par value of $0.00004897 per share; (c) amend the Class B Participating Cumulative Preferred Super-voting Stock such that the voting rights of Class B shareholders are increased from one hundred votes per share to twenty thousand votes per share; and (d) authorize the issuance of five million (5,000,000) shares of “blank check” preferred stock, $0.0166 par value per share, to be issued in series, and all properties of such preferred stock to be determined by the Company’s Board of Directors. The amendment became effective on July 10, 2013. All share and per share data in the accompanying financial statements has been retroactively adjusted to reflect the stock split. | ||
The holders of the Class B Participating Cumulative Preferred Super-voting Stock are permitted to vote their shares cumulatively as one class with the Class A Common Stock. The Class B Participating Cumulative Preferred Super-voting Stock pays dividends at 6%. For the years ended December 31, 2013, 2012, 2011, 2010, 2009, 2008, and 2007, the Company’s Board of Directors did not declare any dividends. Total undeclared Class B Participating Cumulative Preferred Super-voting Stock dividends as of December 31, 2013, 2012, 2011, 2010, 2009, 2008, and 2007 were$130,987, $110,737, $90,487, $70,237, $49,987, $29,737, and $9,487, respectively. | ||
Class A Common Stock | ||
Issuances of the Company’s common stock during the years ended December 31, 2007, 2008, 2009, 2010, 2011, 2012 and 2013 included the following: | ||
Shares Issued for Cash | ||
During 2007, 224,000 shares of Class A common stock were issued for $36,000 cash with various prices per share ranging from $0.15 to $0.25. Additionally, the Company paid cash offering costs of $2,500. | ||
During 2008, 2,352,803 shares of Class A common stock were issued for $360,250 cash with various prices per share ranging from $0.13 to $0.25. Additionally, the Company paid cash offering costs of $1,500. | ||
In 2009, 3,688,438 shares of Class A common stock were issued for $437,435 cash with various prices per share ranging from $0.04 to $0.35. Additionally, the Company paid cash offering costs of $7,000. | ||
In 2010, 2,138,610 shares of Class A common stock were issued for $442,181 cash with various prices per share ranging from $0.18 to $0.35. | ||
In 2011, 6,349,750 shares of Class A common stock were issued for $1,318,750 cash with various prices per share ranging from $0.20 to $0.35. | ||
In 2012, 1,530,000 shares of Class A common stock were issued for $153,000 cash with $0.10 price per share. | ||
In 2013, 357,143 shares of Class A common stock were issued for $12,500 cash with $0.035 price per share. The shares were unissued as of December 31, 2013 and recorded as a stock payable. | ||
Shares Issued for Services | ||
In 2007, 14,000,000 vested shares of Class A common stock were issued to the Company’s founders, having a fair value of $232,400, based on a nominal value of $0.0166 per share. The $232,400 was expensed upon issuance as the shares were fully vested. | ||
In 2007, 50,000 shares of Class A common stock were issued for legal services provided to the Company with a value of $7,500 or $0.15 per share, based on contemporaneous cash sales prices. | ||
In 2008, 169,000 shares of Class A common stock were issued for services with a fair value of $34,530 ranging from $0.13 to $0.25 per share, based on contemporaneous cash sales prices. | ||
In March 2009, 8,000 shares of Class A common stock were issued for services provided to the Company with a value of $2,400 or $0.30 per share, based on contemporaneous cash sales prices. | ||
In June 2009, 17,333 shares of Class A common stock were issued for services provided to the Company with a value of $2,600 or $0.15 per share, based on contemporaneous cash sales prices. | ||
In August 2009, 41,000 shares of Class A common stock were issued for services provided to the Company with a value of $6,150 or $0.15 per share, based on contemporaneous cash sales prices. | ||
In February 2009, 500,000 shares of contingently returnable Class A common stock were issued to a consultant pursuant to an agreement whereby the consultant was required to establish a contract with a specific distributor and produce a sale of the Company’s product through such distribution channel. As of the date of this filing, no sales have occurred under the contract and the shares are not considered issued or outstanding for accounting purposes. | ||
In January 2010, 21,000 shares of Class A common stock were issued for services provided to the Company with a value of $5,250 or $0.25 per share, based on market price on the date of grant. | ||
In June 2010, 750,000 shares of Class A common stock were issued for services provided to the Company with a value of $270,200 at values ranging from $0.20 to $0.50 per share, based on market price on the date of grant. | ||
In July 2010, 250,000 shares of Class A common stock were issued for services provided to the Company with a value of 37,500 or $0.15 per share, based on market price on the date of grant. | ||
In December 2010, 55,000 shares of Class A common stock were issued to two vendors for services with a value of $28,050, based on based on market price on the date of grant. | ||
In June 2011, 815,000 shares of Class A common stock were issued for services provided to the Company with a value of $220,050 at $0.27 per share, based on market price on the date of grant. | ||
In August 2011, 50,000 shares of Class A common stock were issued for services provided to the Company with a value of $10,000 at $0.20 per share, based on market price on the date of grant. | ||
In November 2011, 100,000 Shares of Class A common stock were issued for services provided to the Company with a value of $20,000 at $0.20 per share, based on market price on the date of grant. | ||
In March 2012, 125,000 shares of Class A common stock were issued for services provided to the Company with a value of $12,500 at $0.10 per share, based on market price on the date of grant. | ||
In June 2012, 125,000 shares of Class A common stock were issued for services provided to the Company with a value of $12,500 at $0.10 per share, based on market price on the date of grant. | ||
In July 2012, 888,900 shares of Class A common stock were issued for services provided to the Company with a value of $88,890 at $0.10 per share, based on market price on the date of grant. | ||
In September 2012, 275,000 shares of Class A common stock were issued for services provided to the Company with a value of $33,500 at $0.10 per share, based on market price on the date of grant | ||
In October 2012, 360,000 shares of Class A common stock were authorized for services provided to the Company with a value of $36,000 at $0.10 per share, based on market price on the date of grant. As of December 31, 2013, the shares have not been issued and are recorded as stock payable. | ||
In December 2012, 125,000 shares of Class A common stock were authorized for services provided to the Company with a value of $12,500 at $0.10 per share, based on market price on the date of grant. As of December 31, 2013, the shares have not been issued and are recorded as stock payable. | ||
In January 2013, 6,000,000 shares of Class A common stock were issued to related parties for services provided to the Company with a value of $600,000 at $0.10 per share based on market price on the date of grant. | ||
In February 2013, 72,500 shares of Class A common stock were issued for services provided to the Company with a value of $7,250 at $0.10 per share, based on market price on the date of grant. | ||
In February 2013, 300,000 shares of Class A common stock were issued for services provided to the Company with a value of $30,000 at $0.10 per share, based on market price on the date of grant. | ||
In March 2013, 360,000 shares of Class A common stock were issued for services provided to the Company with a value of $18,000 at $0.05 per share, based on market price on the date of grant. | ||
Shares Issued in Conversion of Other Liabilities | ||
During 2008, 100,000 shares of Class A common stock were issued upon conversion of a $35,000 liability to a vendor. The shares were valued at $0.15 per share or $15,000, based on a contemporaneous cash sales price and the Company recorded a $20,000 gain on conversion of debt. | ||
In July 2009, 139,944 shares of Class A common stock were issued upon conversion of a $48,980 liability from a vendor. The shares were valued at $16,793 or $0.12 per share, based on a contemporaneous cash sales price. The Company agreed with the vendor, prior to conversion, that it would guarantee the value of the stock, when sold by the vendor, up to the dollar value for the 2009 liability converted (a total of $48,980) and the above mentioned 2008 conversion as it was the same vendor ($35,000) and any difference in value, if less than the liability, would be paid in cash by the Company. As a result, the Company recorded the $48,980 conversion as a liability along with the prior year conversion of $35,000 which resulted in an additional loss on conversion in 2009 of $35,000. The total cumulative liability to guarantee equity value from fiscal 2009 totaled $83,980 as relating to the above shares at December 31, 2009. These shares were actually issued in 2010; however the liability was recorded in 2009 based on this guarantee. | ||
In August 2009, the Company converted $55,200 of loans due to a shareholder into 788,571 shares of common stock, which were valued at $118,286 or $0.15 per share, based on contemporaneous cash sales prices of the Company’s common stock. The Company recognized a loss on conversion of $62,637 and charged $449 to interest expense. | ||
During 2010, 247,249 shares of Class A common stock were issued upon conversion of $39,272 of vendor liabilities. The shares were valued from $0.10 to $0.36 per share, based on a contemporaneous cash sales price and the Company recorded a $49,615 loss on conversion of debt | ||
In 2010, the Company issued 900,000 warrants to several investors in the Company. These warrants are attached to issuances of common stock. | ||
On October 2011, the Company issued a convertible note which as a result taints all convertible instruments outstanding. As such the Company recorded a derivative liability of $40,498 for warrants outstanding (see Note 8). | ||
On May 16, 2012, the Company issued 137,931 shares of Class A Common Stock to convert $8,000 of the convertible note into equity. The note was converted in accordance with the conversion terms; therefore, no gain of loss was recognized. | ||
In March 2013, the Company issued 591,133 shares of Class A common stock as partial conversion of $12,000 of the principal of the noted dated September 28, 2011 as amended on October 17, 2011. Due to conversion within the terms of the note, no gain or loss was recognized. | ||
In July 2013, the Company issued 862,069 shares of common stock to convert $15,000 of the convertible note dated October 2011 into equity (see Note 6). Due to conversion within the terms of the note, no gain or loss was recognized. | ||
In July 2013, the Company issued 1,000,000 shares of Class A common stock to a related party to convert $20,000 of the convertible note dated June 2013 into equity (see Note 6). Due to conversion within the terms of the note, no gain or loss was recognized. | ||
In July 2013, the Company issued 2,000,000 shares of Class A common stock to convert $7,600 of the convertible note dated in September 2011 into equity (see Note 6). Due to conversion within the terms of the note, no gain or loss was recognized. | ||
2010 Equity Incentive Plan | ||
In June 2010, the Company registered 4,000,000 shares of Class A Common Stock pursuant to its 2010 Equity Incentive Plan which was also enacted in June 2010. The Company’s Board of Directors have authorized the issuance of the Class A shares of common stock to employees upon effectiveness of an effective registration statement. The 2010 Equity Incentive Plan is intended to compensate employees for services rendered. The employees who will participate in the 2010 Equity Incentive Plan have agreed or will agree in the future to provide their expertise and advice to us for the purposes and consideration set forth in their written agreements pursuant to the 2010 Equity Incentive Plan. The services to be provided by the employees will not be rendered in connection with: (i) capital-raising transactions; (ii) direct or indirect promotion of Class A common stock; (iii) maintaining or stabilizing a market for the Class A common stock. The Board of Directors may at any time alter, suspend or terminate the 2010 Equity Incentive Plan. | ||
As of December 31, 2013, 800,000 shares were approved under this plan for issuance by the Company’s Board of Directors, however, none of these shares have been granted or issued to date. | ||
Class B Participating Cumulative Preferred Super-voting Stock | ||
Issuances of the Company’s Preferred Stock during the years ended December 31, 2007, 2008 and 2009 included the following: | ||
Shares Issued for Cash | ||
In 2007, 133,333 shares of Class B Preferred Stock were issued for $45,000 cash or $0.3375 per share. | ||
Shares Issued for Services | ||
In 2007, 866,667 shares of Class B Preferred Stock were issued to the Company’s founders for services rendered during 2007 with a value of $0.3375 per share based on the above contemporaneous sale of Class B Preferred Stock. |
Guarantee_of_Equity_Value
Guarantee of Equity Value | 12 Months Ended | |
Dec. 31, 2013 | ||
Guarantee Of Equity Value | ' | |
Guarantee of Equity Value | ' | |
9 | GUARANTEE OF EQUITY VALUE | |
In March 2010, 120,000 shares of common stock were issued upon conversion of a $24,000 liability from a vendor. The shares were valued at $42,000 or $0.35 per share, based on a contemporaneous cash sales price and the Company recognized a loss on conversion of $18,000. The Company agreed with the vendor, prior to conversion, that it would guarantee the value of the stock, when sold by the vendor, up to the dollar value for the 2009 liability converted in 2010 of $24,000, plus an additional $11,000 for a total sales price of $35,000 when sold by the vendor. Any difference in value, if less than the liability, will be paid by the Company in cash or through the issuance of additional common stock. As a result, the Company recorded the $24,000 conversion as a liability along with the additional $11,000 guarantee for a total guarantee liability of $35,000. During 2011, the vendor forgave $25,000 of the payable where the Company recorded as gain on forgiveness of debt. A cash payment of $3,000 was also made in relation to the total payable outstanding. | ||
The total cumulative liability to guarantee equity value totaled $90,980 as of December 31, 2013 and 2012. No shares have been sold by the vendor through December 31, 2013. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
10 | INCOME TAXES | ||||||||
The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. | |||||||||
For the years ended December 31, 2013 and 2012, respectively, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The Company had approximately $598,399 and $637,429 of federal net operating losses at December 31, 2013 and 2012, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2030. | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax asset | |||||||||
NOL Carry forward | $ | (598,399 | ) | (637,429 | ) | ||||
Net Deferred Tax assets before valuation allowance | 954,812 | 745,373 | |||||||
Less: Valuation allowance | (954,812 | ) | (745,373 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2013 and 2012, respectively. | |||||||||
A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Federal and state statutory rate | 35% | 35% | |||||||
Change in valuation allowance on deferred tax assets | -35% | (35% | ) | ||||||
In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions as of any date on or before December 31, 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |
Dec. 31, 2013 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies | ' | |
11 | COMMITMENTS AND CONTINGENCIES | |
Employment Agreements | ||
On March 26, 2008, the Company entered into certain employment arrangements with Shawn Davis, its Chief Executive Officer, and Thomas Bianco, its Chief Financial Officer. These arrangements established a respective annual salary of $120,000 for Messrs. Davis and Bianco. Because Messrs. Davis and Bianco have been, and are currently, employed by the Company in critical managerial positions, the Company believes it to be in the best interests of the Company to provide Messrs. Davis and Bianco with certain severance protections and accelerated option vesting in certain circumstances. Effective December 3, 2012, the Company entered into four-year term employment agreements and severance agreements with Messrs. Davis and Bianco. The terms of the employment agreements are substantially similar and establish an annual base salary of $185,000 for each of Messrs. Davis and Bianco, and also provide for certain employee benefits when the Company is financially able to provide for such benefits, or as determined by the Board of Directors. | ||
The terms of the severance agreements are substantially similar and provide for aggregated severance amounts equal to 300% of Messrs. Davis and Bianco’s annual base salary in effect as of the date of the executive’s respective date of termination (the “Severance Amount”). In addition to the Severance Amount, the Company agreed to provide Messrs. Davis and Bianco with full medical, dental, and vision benefits from the date of termination through the third full year following the respective date of termination. The Company also agreed Messrs. Davis and Bianco shall each have one year from the respective date of termination in which to exercise all options that are vested as of the date of termination, subject to any trading window requirements or other restrictions imposed under the Company’s insider trading policy. The severance agreements state that if during the period of time during which Mr. Davis or Mr. Bianco is employed by the Company, a “change of control,” as defined in the severance agreement, occurs, 100% of the unvested portion of all options held by Messrs. Davis and Bianco as of the date of such “change of control” event shall be deemed vested and the executive shall be entitled to exercise such options. | ||
The Company also agreed that if the payments are deemed “golden parachute” payments under the Internal Revenue Code of 1984 and either of Messrs. Davis and Bianco is obligated to pay an excise tax, the Company will reimburse Messrs. Davis and Bianco in full for both the amount of the excise tax, or ordinary income taxes owed in connection with the payment. | ||
As of December 31, 2013, the Company had not paid Messrs. Davis and Bianco their respective new annual salaries of $185,000 and accordingly, the Company owed Messrs. Davis and Bianco accrued and deferred compensation in the amounts of $220,701 and $220,755, respectively. | ||
Amendment to the Amended and Restated Articles of Incorporation | ||
On March 4, 2013, stockholders voted in favor to amend the Company’s Amended and Restated Articles of Incorporation to (a) increase the number of authorized shares of common stock from fifty nine million (59,000,000) shares of common stock to twenty billion (20,000,000,000) shares of common stock; (b) amend the par value of Common Stock from a par value $0.0166 per share to a par value of $0.00004897 per share; (c) amend the Class B Preferred Stock such that the voting rights of Class B shareholders are increased from one hundred votes per share to twenty thousand votes per share; and (d) authorize the issuance of five million (5,000,000) shares of “blank check” preferred stock, 0.0166 par value per share, to be issued in series, and all properties of such preferred stock to be determined by the Company’s Board of Directors. The amendment became effective on July 10, 2013. | ||
Operating Leases | ||
On September 30, 2013, the lease on the Company’s office space located at 3700 E. Tahquitz Drive, Suite 117, Palm Springs, California expired. The Company’s corporate headquarters, including its principal administrative, marketing, technical support, and research and development departments, are presently located in Palm Springs, California, in office and warehouse provided by the Coachella Valley Economic Partnerships (CVEP) iHub division at no cost to the Company. The Company has been assigned one office, consisting of approximately 1,000 squre feet, which has space suitable for assembling and storage of its technology. Due to inactivity, the Company has agreed to move out of its office space at the accelerator campus with the CVEP iHub division. On April 3, 2014 the Company moved out of this space. The Company is in the process of locating suitable office space for its current operations. | ||
Rent expense for the years ended December 31, 2013 and 2012 were $0 and $11,600, respectively. | ||
Legal Matters | ||
Dispute with Vendor | ||
In March 2010, the Company engaged the services of a vendor to complete certain services. Pursuant to the agreement, the Company paid the vendor a total of $70,618 towards the completion of services. The agreement contained a “not to exceed cost” of $89,435. On or about September 21, 2010, the Company issued the vendor 250,000 shares of the Company’s restricted Class A common stock as an incentive for the vendor to deliver services no later than March 1, 2011. The vendor agreed to incrementally deliver work in progress; however, no work was received from the vendor. The vendor requested an additional payment of $18,818, which the Company did not pay. On or about October 4, 2010, the vendor repudiated the agreement. On February 23, 2011, the Company engaged the services of legal counsel and made written demand for the return of the stock certificate and attempted to initiate settlement negotiations. The vendor did not acknowledge receipt of the Company’s demand. | ||
On September 25, 2011, the Company received notice of a Chapter 7 bankruptcy case filed personally by the vendor. The Company has placed a stop order on the certificate it issued on or about September 21, 2010 to the vendor. As of this date hereof, the Company is currently conferring with counsel regarding possible litigation to cancel the stock certificate. The Company’s alleged damages resulting from the vendor’s failure to perform and subsequent repudiation of the contract, including the Company’s lost opportunity costs, should it pursue litigation against the vendor, will need to be established by an economic expert. The vendor could conceivably pursue litigation against the Company for the $18,818 payment; however, the Company believes it is not probable and therefore, a contingent liability for the amount is not warranted. | ||
Dispute with Wakabayashi Fund, LLC | ||
On or about July 30, 2013, Wakabayashi Fund, LLC sent an email advertisement to the Company advertising certain financial services, and the Company responded to request further information. In subsequent telephone conversations, Mr. Stone of Wakabayashi Fund, LLC (the “Fund”) stated that he was a finance professional that previously held a high position in a well-known securities firm and regularly provides services for the purpose of funding public companies, and/or finding good companies for his clients to invest in. After several weeks, and during two telephone conversations with the Company’s executive officers, Mr. Stone stated that several of his close colleagues with whom he had a pre-existing relationship had reviewed the Company’s corporate information, agreed to invest immediately in the Company, and were imminently prepared to send checks to the Company, but that he would not advise them to do so until after the Company issued and delivered a stock certificate for 750,000 shares of the Company’s common stock to the Fund. After Mr. Stone assured the Company’s executive officers that the investment was assured, imminent and forthcoming, and that the Company would be receiving the first of many investment checks from accredited investors within a certain time period after the Fund received the stock certificate, the Company agreed to process the now pending stock certificate. The Company negotiated the size of the stock certificate based on the amount of money Mr. Stone claimed the Fund would deliver in the time period and based on promises he allegedly secured from pre-existing relationships, amounting to an aggregate of $100,000 - $200,000 in funds that he stated would begin arriving at the Company within the first few weeks. The Company indicated an urgent need for capital and believed Mr. Stone would fulfill the promise that was bargained for. As of the date of this report, no funds or offers to provide funds for the Company have been forthcoming from any person claiming any relationship with the Fund or Mr. Stone. The Company believes Mr. Stone’s statements were false and made to induce management into delivering the stock certificate. On May 17, 2013, the Company was notified by its transfer agent that the Fund was attempting to clear a stock certificate. The Company notified its transfer agent to place a stop order on the transaction. On or about July 2, 2013, the Company received an email from its transfer agent with a letter from the Fund’s counsel. On or about July 10, 2013, the Company responded to the Fund’s counsel detailing the facts set forth above and indicated the Company would not process the certificate for 750,000 shares of the Company’s common stock, but in an effort to resolve this matter quickly and efficiently, the Company offered to issue the Fund 50,000 shares of common stock. On September 24, 2013, the Company received a letter from its transfer agent’s counsel in regards to a civil complaint filed by the Fund, naming the Company’s transfer agent as a defendant, requesting issuance of the stock certificate for 750,000 unrestricted shares of the Company’s common stock. The Company has not been named in the suit, but it is prepared to litigate the matter if necessary. As of December 31, 2013 the 750,000 shares remains issued and outstanding. | ||
Default on Convertible Promissory Note | ||
On January 30, 2013, the holder of Convertible Notes presented a demand for immediate payment, as provided in the terms of the notes, of an aggregate of $120,000, representing 150% of the remaining outstanding principal balance of Convertible Notes 1, 2, and 3, together with default interest under the terms of the Notes. Because the Company has failed to pay the remaining principal balance, together with accrued and unpaid interest, upon the maturity dates of Convertible Notes 1, 2, 3, 4 and 5 (collectively, the “Convertible Notes”), the Company is in default under the respective Convertible Notes. The Convertible Notes are held by the same holder. As of the date of this filing, the Company continues to work with the holder of the Convertible Notes. The Company anticipates the parties will be able to resolve the issue amicably. The holder of the Convertible Notes has continued to support the Company and has advanced certain additional funds to the Company beyond the date of the issuance of its demand letter. The holder of the notes could pursue litigation, however, as of the date of this filing has not threatened to do so. | ||
Default of Agreement with vendor for Software | ||
As of December 31, 2013, the Company remains in default under the terms and conditions of an agreement with a software vendor. The vendor has not previously prevented access to the software and continues to bill the Company for its respective monthly payments. The Company is not currently using the software. Due to insignificant revenue and lack of future contract, the Company recognized full impairment of $74,269 related to the software license as of the balance sheet date of December 31, 2012 |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2013 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions | ' | |
12 | RELATED PARTY TRANSACTIONS | |
On July 23, 2012, Timothy Smith loaned the Company $10,000. The note was unsecured, bearing no interest and payable in cash or equity on or before October 7, 2013. On June 7, 2013, both parties agreed to convert the outstanding debt obligation into restricted common stock shares. | ||
The Company entered into a stock grant agreement with its then Chief Technology Officer, Huiyou Zhu, on December 10, 2011 and agreed to compensate Mr. Zhu in stock for his services. Mr. Zhu has not be an active officer of the Company since April 2012. As of October 1, 2013, the stock grant agreement has been placed on hold until such time as when the Company has the required capital to resume development on the server and wireless code at which point in time it will again reengage Mr. Zhu’s services and payment for services under the stock grant agreement. | ||
During the period, the Company received $29,436 advances from a related party. The advances are non-interest bearing with no stated maturity. In the event of a default, all payments made by the related party will be converted into the Company’s common stock at a conversion price of $0.13 per share. As of December 31, 2013, the Company is not in default. | ||
On June 8, 2013, the Company released and discharged two Ford F150 vehicles, and all claims of ownership along with the entire remaining debt obligations owed on each vehicle to each of Messrs. Davis and Bianco. Both vehicles were purchased personally by and registered to each of Messrs. Davis and Bianco for business use in a pilot program the Company participated in with a major utility provider. The Company began making payments of $755.70 beginning on June 6, 2011 for the vehicle purchased by Mr. Davis and ended making payments on December 2012. The Company began making payments of $755.70 beginning on June 6, 2011 for the vehicle purchased by Mr. Bianco and ended making payments on December 2012. During the period ended, December 31, 2013, the Company wrote of $70,764 of debt related to balance owed on the two trucks. In association with the truck, the net book value of $65,949 was simultaneously written off. The difference of $4,815 was recorded as additional paid-in capital due to related party relationship. | ||
During the period ended December 31, 2013, Mr. Davis and Bianco each forgave $20,000 worth of their salary; the transaction was recorded as additional paid-in capital. As of December 31, 2013, there is a salary payable of $401,511. | ||
During the period ended December 31, 2013, Mr. Davis and Bianco each received 3,000,000 shares of the Company Class A common stock for services performed. The shares were valued based on the closing price of the fair market value on the date of authorization resulting in a total value of $600,000 which is recorded as compensation expense. | ||
During the same period ended December 31, 2013, Mr. Davis and Bianco contributed $4,647 to the Company to pay off expenses. Repayment is not expect and recorded as additional paid-in capital. |
Investment_Offer
Investment Offer | 12 Months Ended | |
Dec. 31, 2013 | ||
Schedule of Investments [Abstract] | ' | |
Investment Offer | ' | |
13 | INVESTMENT OFFER | |
On October 5, 2013, the Company offered an investment opportunity that paid participating investors up to a maximum of five times their initial investment. Under the terms and conditions of the offer, the investment was to be pooled and the return on investment paid to investors was based on the amount they invested and the size of the pool which was fixed at $159,560.00 Half of the proceeds received from the sale of the Company’s products would be consumed by the Company to cover expenses and the other half used to distribute a royalty payment to investors based on their percentage. Three investors participated in the offer and the total amount invested was $22,000. Based on the amounts invested, the Company is obligated to pay the three investors a royalty payment of 6.27%, 6.27%, and 1.25% of the remaining 50% of the proceeds not consumed by the Company, up to a maximum cumulative payout over time equal to five times their initial investment, at which point the investors will be considered to have been paid in full and the agreement terminates. The agreement does not specify when funds are to be distributed, or time duration. As of December 31, 2013, due to lack of revenue and the unlikelihood of future funding the $22,000 is presented on the balance sheet as a royalty payable. |
Investment_Agreement
Investment Agreement | 12 Months Ended | |
Dec. 31, 2013 | ||
Investment Agreement | ' | |
Investment Agreement | ' | |
14. | INVESTMENT AGREEMENT | |
On June 26, 2013, the Company, entered into an investment agreement (the “Investment Agreement”) with Dutchess Opportunity Fund II, LP (“Dutchess”). Pursuant to the Investment Agreement, Dutchess committed to purchase up to $5,000,000 of the Company’s common stock over thirty-six months from the first day following the effectiveness of a registration statement, subject to certain conditions. | ||
As soon as the Company has an effective registration statement in place, the Company may draw on the facility from time to time, as and when it determines appropriate in accordance with the terms and conditions of the related investment agreement (“Investment Agreement”). The Company has not yet filed a registration statement registering the shares and therefore, it has not yet sold any shares under the Investment Agreement and it is currently in default under the Investment Agreement. The purchase price will be 95% of the lowest daily volume weighted average price (“VWAP”) of the Company’s common stock during the 5 consecutive trading day period beginning on the trading day immediately following the date of delivery of the applicable put notice. The amount that the Company is entitled to put in on any one notice shall be any amount up to the greater of 1) 200% of the average daily volume of the common stock for the 3 trading days prior to the applicable put notice date, multiplied by the average of the 3 daily closing prices immediately preceding the date of the put or 2) $100,000. Dutchess is not obligated to purchase shares if its total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company’s outstanding common stock as determined in accordance with Rule 13d-1 of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares, which it does not currently have in place. | ||
Pursuant to the terms of a Registration Rights Agreement between the Company and Dutchess, the Company is obligated to file a registration statement with the SEC to register the resale by the Investor of shares of the common stock underlying the Investment Agreement and it has not yet done so. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2013 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events | ' | |
15 | SUBSEQUENT EVENTS | |
Change of Majority Control of the Company | ||
On April 2, 2013, the Company entered into a “Letter of Intent” (the “LOI”) with Beacon Global Partners, LLC, a Wyoming limited liability company (“BGP”). Pursuant to the Agreement, BGP will assume majority control of the Company through the issuance of blank check stock giving them at least 51% voting control in exchange for ongoing financing, an amount to be determined. After due diligence, the Company, along with its Board of Directors, has determined that it is in the best interests of the Company and its shareholders to change majority control of the Company to BGP. After the transaction contemplated by the Agreement, BGP will hold at least 51% of the voting securities of the Company. As of the date hereof, BGP holds 0% of the voting securities of the Company. |
Nature_of_Operations_Basis_of_1
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Nature of Operations and Basis of Presentation | ' | ||||||||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |||||||||||||||||
Attune RTD, Inc. (the “Company”) was incorporated in Nevada on December 2001 as Catalyst Set Corporation and was dormant until July 14, 2007. On September 7, 2007, the Company changed its name to Interfacing Technologies, Inc. On March 24, 2008, the Company changed its name to Attune RTD, Inc., which it believes more accurately reflects its current business operations. | |||||||||||||||||
The Company was formed in order to provide developed technology related to the operations of energy efficient electronic systems such as swimming pool pumps, sprinkler controllers and heating and air conditioning controllers, among others. | |||||||||||||||||
The Company is presented as in the development stage from July 14, 2007 (Inception of Development Stage) through December 31, 2013. To date, the Company’s business activities during development stage have been corporate formation, raising capital and the development and patenting of its products with the hopes of entering the commercial marketplace in the near future. | |||||||||||||||||
We are a development stage company. We have generated no significant revenues to date. our auditors have raised substantial doubt as to our ability to continue as a going concern. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
USE OF ESTIMATES | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the estimates of depreciable lives and valuation of property and equipment, allowances for losses on loans receivable, valuation of deferred patent costs, valuation of equity based instruments issued for other than cash, valuation of officers’ contributed services, and the valuation allowance on deferred tax assets. | |||||||||||||||||
The Company recognizes expenses in the same period in which they are incurred. The Company recognizes revenue in the same period in which they are incurred from its business activities when goods are transferred or services rendered. The Company’s revenue generating process consists of the sale of its proprietary technology or the rendering of professional services consisting of consultation and engineering relating types of activity within the industry. The Company’s current billing process consists of generating invoices for the sale of its merchandise or the rendering of professional services. Typically, invoices are accepted by vendor and payment is made against the invoice within 60 days upon receipt. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||
For the purposes of the statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2013 or 2012, respectively. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
PROPERTY AND EQUIPMENT | |||||||||||||||||
Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: | |||||||||||||||||
Depreciation | Useful Lives | ||||||||||||||||
Vehicles | 5 Years | ||||||||||||||||
Computers | 5 Years | ||||||||||||||||
Equipment | 5 Years | ||||||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||||
CONCENTRATION OF CREDIT RISK | |||||||||||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. The Company’s cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $0 of cash balances in excess of federally insured limits at December 31, 2013 and 2012. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
REVENUE RECOGNITION | |||||||||||||||||
The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, the fees are fixed or determinable, no significant Company obligations remain, and collection of the related receivable is reasonably assured. | |||||||||||||||||
The Company recognizes revenue in the same period in which they are incurred from its business activities when goods are transferred or services rendered. The Company’s revenue generating process consists of the sale of its proprietary technology or the rendering of professional services consisting of consultation and engineering relating types of activity within the industry. The Company’s current billing process consists of generating invoices for the sale of its merchandise or the rendering of professional services. Typically, invoices are accepted by vendor and payment is made against the invoice within 60 days upon receipt. | |||||||||||||||||
Revenues for the year ended December 31, 2013 were concentrated solely from one customer. The Company anticipates that its revenues in the future will come from both retail consumers and resellers. | |||||||||||||||||
Deferred Patent Costs and Trademark | ' | ||||||||||||||||
DEFERRED PATENT COSTS AND TRADEMARK | |||||||||||||||||
Patent costs are stated at cost (inclusive of perfection costs) and will be reclassified to intangible assets and amortized on a straight-line basis over the estimated future periods to be benefited (typically, twenty years) if and once the patent has been granted by the United States Patent and Trademark office (“USPTO”). The Company will write-off any currently capitalized costs for patents not granted by the USPTO. Currently, the Company has one patent, U.S. Patent No. 7,777,366 B2, which was awarded by the USPTO on August 17, 2010. | |||||||||||||||||
On December 16, 2008, the Company filed its service mark, BrioWave, in standard characters with the USPTO. The service mark was first used in commerce on August 8, 2008 and filed for opposition by the USPTO on January 5, 2010. Trademark costs are capitalized on the Company’s balance sheet during the period such costs are incurred. The trademark is determined to have an indefinite useful life and is not amortized until such useful life is determined no longer indefinite. The trademark is reviewed for impairment annually. As of December 31, 2013, the Company fully impaired all patents and trademarks cost of $62,632 due to uncertainty regarding funding of future costs. | |||||||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||||||
IMPAIRMENT OF LONG-LIVED ASSETS | |||||||||||||||||
The Company accounts for long-lived assets in accordance with “Accounting for the Impairment or Disposal of Long-Lived Assets” (ASC 360-10). This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | |||||||||||||||||
In December 2011, the Company assessed its patents and trademarks and based on uncertainty of future funding and commercialization, the Company recognized a loss on all of its trademark and patents in the amount of $62,633, the carrying value at the time of impairment. | |||||||||||||||||
In December 2012, the Company assessed its software and based on uncertainty of future funding and commercialization, the Company recognized a loss on its software in the amount of $74,269, the carrying value at the time of impairment. | |||||||||||||||||
Software License | ' | ||||||||||||||||
SOFTWARE LICENSE | |||||||||||||||||
The Company capitalized its purchase of a software license in March 2013. The license is being amortized over 60 months following the straight-line method and is included in “Other Assets” on the Company’s balance sheet in accordance to ASC 350. During the year ended December 31, 2013, the Company recorded $19,545 of amortization expense related to the license. The terms and conditions of the license arrangement that it has in place with its vendor, IBI, for the software is based on a sixty month buyout agreement for a perpetual license, which is payable in equal consecutive monthly installments of $5,650. The monthly payment includes interest, the respective portion of a one-time software license fee of $142,669 and associated maintenance fees. This agreement grants the Company the non-exclusive, non-transferable right to use the specified software in object code form only, on the Company’s designated servers. The fees and the installment payments may not be cancelled. If installments are not made when due, and the default continues for 30 days after notice, the remaining unpaid balance of the one-time license fee shall be immediately due and payable. The Company may prepay the balance of remaining installments at any time, with an appropriate credit, as determined by IBI, for the future portion of the interest. Maintenance will be provided for the balance of the designated period. The vendor may transfer and assign the Company’s payment obligation hereunder. As of December 31, 2013, the Company is in default under the terms and conditions of the license agreement. The Company has been in contact with IBI over the non-payment situation and as of the date of this filing, the vendor has not prevented access to the software and continues to bill the Company for its respective monthly payments. Due to insignificant revenue and possible termination of contract, the Company has recognized impairment of $74,269 related to the software license as of December 31, 2012. The asset is fully impaired. | |||||||||||||||||
Derivative Financial Instruments | ' | ||||||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | |||||||||||||||||
The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. | |||||||||||||||||
Research and Development | ' | ||||||||||||||||
RESEARCH AND DEVELOPMENT | |||||||||||||||||
In accordance generally accepted accounting principles (ASC 730-10), expenditures for research and development of the Company’s products are expensed when incurred, and are included in operating expenses. | |||||||||||||||||
Advertising | ' | ||||||||||||||||
ADVERTISING | |||||||||||||||||
The Company conducts advertising for the promotion of its products and services. In accordance with generally accepted accounting principles (ASC 720-35), advertising costs are charged to operations when incurred, and such amounts aggregated $750 and $36,700 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||||||
Compensation expense associated with the granting of stock based awards to employees and directors and non-employees is recognized in accordance with generally accepted accounting principles (ASC 718-20) which requires companies to estimate and recognize the fair value of stock-based awards to employees and directors. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
INCOME TAXES | |||||||||||||||||
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | |||||||||||||||||
In July 2006, the FASB issued ASC 740, “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. ASC 740 became effective as of January 1, 2007 and had no impact on the Company’s financial statements. | |||||||||||||||||
The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
On January 1, 2008, the Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities. | |||||||||||||||||
ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. | |||||||||||||||||
ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: | |||||||||||||||||
● | Level 1. Observable inputs such as quoted prices in active markets; | ||||||||||||||||
● | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | ||||||||||||||||
● | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013, on a recurring basis: | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Gains (Losses) | |||||||||||||
Derivative Liability | $ | - | $ | - | $ | 169,785 | $ | (21,240 | ) | ||||||||
Total | $ | - | $ | - | $ | 169,785 | $ | (21,240 | ) | ||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2012, on a recurring basis: | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Gains (Losses) | |||||||||||||
Derivative Liability | $ | - | $ | - | $ | 110,828 | $ | 38,946 | |||||||||
Total | $ | - | $ | - | $ | 110,828 | $ | 38,946 | |||||||||
Basic and Diluted Net Loss Per Common Share | ' | ||||||||||||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE | |||||||||||||||||
Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As of December 31, 2013 and 2012, there were no potentially dilutive securities. As a result, the basic and diluted per share amounts for all periods presented are identical | |||||||||||||||||
New Accounting Pronouncements | ' | ||||||||||||||||
NEW ACCOUNTING PRONOUNCEMENTS | |||||||||||||||||
In February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||||||||||||||||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income (but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period); and | ||||||||||||||||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||||||||||||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||||||||||||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. | |||||||||||||||||
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. | |||||||||||||||||
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. | |||||||||||||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill . The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations. |
Nature_of_Operations_Basis_of_2
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Property And Equipment Useful Lives | ' | ||||||||||||||||
The Company generally uses the following depreciable lives for its major classifications of property and equipment: | |||||||||||||||||
Depreciation | Useful Lives | ||||||||||||||||
Vehicles | 5 Years | ||||||||||||||||
Computers | 5 Years | ||||||||||||||||
Equipment | 5 Years | ||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | ' | ||||||||||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013, on a recurring basis: | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Gains (Losses) | |||||||||||||
Derivative Liability | $ | - | $ | - | $ | 169,785 | $ | (21,240 | ) | ||||||||
Total | $ | - | $ | - | $ | 169,785 | $ | (21,240 | ) | ||||||||
The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2012, on a recurring basis: | |||||||||||||||||
Description | Level 1 | Level 2 | Level 3 | Gains (Losses) | |||||||||||||
Derivative Liability | $ | - | $ | - | $ | 110,828 | $ | 38,946 | |||||||||
Total | $ | - | $ | - | $ | 110,828 | $ | 38,946 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Schedule of Property and Equipment | ' | ||||||||||
Property and equipment consisted of the following: | |||||||||||
Est. | December 31, | December 31, | |||||||||
Useful | 2013 | 2012 | |||||||||
Lives | |||||||||||
Computer equipment | 5 Years | $ | - | 10,227 | |||||||
Office equipment | 5 Years | - | 5,606 | ||||||||
Vehicles | 5 Years | - | 114,190 | ||||||||
- | 130,023 | ||||||||||
Less total accumulated depreciation | - | (51,526 | ) | ||||||||
$ | - | 78,497 |
Derivative_Liability_Tables
Derivative Liability (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||
Schedule of Derivative Liability | ' | ||||||||
The following presents the derivative liability value at December 30, 2013 and 2012: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Convertible Note - Related party | $ | 169,785 | $ | 110,828 | |||||
$ | 169,785 | $ | 110,828 | ||||||
Schedule of Changes in Fair Market Value of Derivative Liability | ' | ||||||||
The following is a summary of changes in the fair market value of the derivative liability during the period ended December 31, 2013 and 2012: | |||||||||
Balance, December 31, 2011 | $ | 121,546 | |||||||
Increase in derivative due to issuance of convertible note | 35,002 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | (38,946 | ) | |||||||
Decrease due to debt conversion | (6,774 | ) | |||||||
Balance, December 31, 2012 | 110,828 | ||||||||
Increase in derivative value due to issuance of convertible notes | 78,388 | ||||||||
Increase in derivative value due to tainting of warrants | 30,116 | ||||||||
Change in fair market value of derivative liabilities due to the mark to market adjustment | (13,056 | ) | |||||||
Decrease due to debt conversion | (36,491 | ) | |||||||
Balance, December 31, 2013 | $ | 169,785 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Deferred Tax Assets | ' | ||||||||
The net operating loss carry forwards, if not utilized, will begin to expire in 2030. | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax asset | |||||||||
NOL Carry forward | $ | (598,399 | ) | (637,429 | ) | ||||
Net Deferred Tax assets before valuation allowance | 954,812 | 745,373 | |||||||
Less: Valuation allowance | (954,812 | ) | (745,373 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Schedule of Income Taxes Benefit Statutory Income Tax Rate | ' | ||||||||
A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Federal and state statutory rate | 35% | 35% | |||||||
Change in valuation allowance on deferred tax assets | -35% | (35% | ) |
Nature_of_Operations_Basis_of_3
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | 78 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Cash equivalents | $0 | $0 | ' | $0 |
Excess of federally insured limit | 250,000 | ' | ' | 250,000 |
Maintain federally insured limit | 0 | 0 | ' | 0 |
Impairment of Patent and Trademarks | ' | ' | 62,634 | 62,634 |
Impairment on software assets | ' | 74,269 | ' | ' |
Amortization expense related to license | 19,545 | ' | ' | ' |
Monthly installment amount payable for software license | 5,650 | ' | ' | ' |
One-time software license fee | 142,669 | ' | ' | ' |
Advertising costs | $750 | $36,700 | ' | ' |
Nature_of_Operations_Basis_of_4
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Vehicles [Member] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Computers [Member] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Office Equipment [Member] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Nature_of_Operations_Basis_of_5
Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Gain (Loss) on Derivative Liability | ($21,240) | $38,946 |
Gain (Loss) on Fair Value of Derivative | -21,240 | 38,946 |
Level 1 [Member] | ' | ' |
Derivative Liability | ' | ' |
Total | ' | ' |
Level 2 [Member] | ' | ' |
Derivative Liability | ' | ' |
Total | ' | ' |
Level 3 [Member] | ' | ' |
Derivative Liability | 169,785 | 110,828 |
Total | $169,785 | $110,828 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended | 78 Months Ended | |||||
Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2013 | |
Going Concern | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | $441,633 | $1,360,596 | $953,445 | $1,379,285 | $1,036,938 | $645,946 | $422,612 | $6,240,455 |
Net cash used in operations | ' | 242,493 | 434,260 | ' | ' | ' | ' | 2,873,253 |
Working capital deficit | ' | 1,341,608 | ' | ' | ' | ' | ' | 1,341,608 |
Accumulated deficit during the development stage | ' | $6,240,455 | $4,879,859 | ' | ' | ' | ' | $6,240,455 |
Patents_and_Trademarks_Details
Patents and Trademarks (Details Narrative) (USD $) | 12 Months Ended | 78 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Impairment of Patent, Trademarks and Software | ' | $74,269 | $62,634 | $74,269 |
Impairment on software assets | ' | $74,269 | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Property and equipment, depreciation expense | $12,547 | $28,715 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property and equipment, gross | ' | $130,023 |
Less total Accumulated depreciation | ' | -51,526 |
Property and equipment, net | ' | 78,497 |
Computers [Member] | ' | ' |
Property and equipment, Est. Useful Lives | 'P5Y | ' |
Property and equipment, gross | ' | 10,227 |
Office Equipment [Member] | ' | ' |
Property and equipment, Est. Useful Lives | 'P5Y | ' |
Property and equipment, gross | ' | 5,606 |
Vehicles [Member] | ' | ' |
Property and equipment, Est. Useful Lives | 'P5Y | ' |
Property and equipment, gross | ' | $114,190 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 12 Months Ended | 78 Months Ended | 19 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 21, 2013 | Jun. 21, 2013 | Jun. 21, 2013 | Jun. 21, 2013 | Jun. 21, 2013 | Jun. 21, 2013 | |
Mr. Davis [Member] | Mr. Bianco [Member] | Warrants [Member] | Secured Promissory Note 1 [Member] | Secured Promissory Note 1 [Member] | Secured Promissory Note 2 [Member] | Secured Promissory Note 2 [Member] | Secured Promissory Note 2 [Member] | |||||
Warrants [Member] | Warrants [Member] | Warrants [Member] | ||||||||||
Secured Promissory Note | ' | ' | ' | ' | ' | ' | ' | $55,000 | ' | $55,000 | ' | ' |
Secured Promissory Note, maturity date | ' | ' | ' | ' | ' | ' | ' | 23-Jun-14 | ' | 23-Jun-14 | ' | ' |
Secured Promissory Note, annual interest rate | ' | ' | ' | ' | ' | ' | ' | 1.20% | ' | 1.20% | ' | ' |
Common stock, shares issued | 43,312,429 | 32,126,727 | ' | 43,312,429 | ' | ' | ' | ' | 1,375,000 | ' | ' | 1,375,000 |
Common stock, par value | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | ' | $0.04 | ' | ' | $0.04 |
Warrant, expiration date | ' | ' | 15-Apr-13 | ' | ' | ' | 23-Jun-16 | ' | 23-Jun-16 | ' | 23-Jun-16 | ' |
Advance from a related party | 29,436 | 10,184 | ' | 99,620 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock at a conversion price | $0.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributed capital payments made for vehicles | 6,590 | 15,808 | ' | 31,936 | 756 | 756 | ' | ' | ' | ' | ' | ' |
Debt related to balance owed on the two trucks | 70,764 | 70,764 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt related to balance owned on net book value | $65,949 | $65,949 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Note_Details_Narra
Convertible Note (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 78 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||
Jan. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Mar. 31, 2010 | Aug. 31, 2009 | Jun. 21, 2013 | Oct. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2013 | 31-May-12 | Sep. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 05, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 03, 2013 | Dec. 31, 2013 | Dec. 03, 2012 | Feb. 21, 2013 | Dec. 31, 2013 | Apr. 18, 2013 | Dec. 31, 2013 | Aug. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Warrants [Member] | Convertible Note One [Member] | Convertible Note One [Member] | Convertible Note One [Member] | Convertible Note One [Member] | Convertible Note One [Member] | Convertible Note One [Member] | Convertible Note One [Member] | Convertible Note Two [Member] | Convertible Note Two [Member] | Convertible Note Two [Member] | Convertible Note Three [Member] | Convertible Note Three [Member] | Convertible Note Three [Member] | Convertible Note Four [Member] | Convertible Note Four [Member] | Convertible Note Five [Member] | Convertible Note Five [Member] | Convertible Note Six [Member] | Convertible Note Six [Member] | Related Party Convertible Note [Member] | Related Party Convertible Note [Member] | Related Party Convertible One Note [Member] | ||||||||
Convertible promissory note | ' | $169,785 | $110,828 | $24,000 | $169,785 | $24,000 | ' | ' | ' | ' | ' | ' | $42,500 | ' | ' | $42,500 | ' | ' | ' | ' | $3,000 | $50,000 | ' | $22,500 | ' | $10,000 | ' | $10,000 | ' | $10,000 |
Convertible note maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Jul-12 | ' | ' | 31-Jul-12 | ' | ' | 5-Sep-13 | ' | ' | 25-Nov-13 | ' | 22-Jan-14 | ' | 7-May-14 | ' | ' | ' | ' |
Debt instrument initial conversion price | ' | $0.02 | ' | ' | $0.02 | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' |
Convertible promissory note, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | 8.00% | ' | ' | 8.00% | ' | ' | 8.00% | ' | 8.00% | ' | 8.00% | ' | ' | ' | ' |
Percentage of conversion price for note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58.00% | ' | ' | 58.00% | ' | ' | 58.00% | ' | ' | 50.00% | ' | 45.00% | ' | 35.00% | ' | ' | ' | ' |
Debt discount rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42.00% | ' | ' | ' | ' | ' | ' | ' | 58.00% | 50.00% | ' | 55.00% | ' | 65.00% | ' | ' | ' | ' |
Derivative debt discount | ' | ' | ' | ' | ' | ' | ' | ' | 34,430 | ' | ' | ' | ' | ' | ' | 31,748 | ' | ' | 3,000 | ' | ' | 38,864 | ' | 21,824 | 12,546 | 10,000 | 2,444 | 3,546 | ' | ' |
Penalty expense on defaulting | ' | 1,500 | 43,000 | ' | 5,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,250 | ' | ' | 21,250 | ' | 1,500 | ' | ' | ' | ' | ' | ' | ' | 1,500 | ' | ' |
Class A Common Stock issued for convertible note, shares | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 862,069 | 591,133 | 137,931 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Class A Common Stock issued for convertible note | ' | 54,600 | 8,000 | ' | 62,600 | ' | ' | ' | 7,600 | 15,000 | 12,000 | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt due remaining | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,150 | ' | ' | 63,750 | ' | ' | 4,500 | ' | ' | 50,000 | ' | 22,500 | ' | 10,000 | 89,900 | 120,000 | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,823 | ' | ' | 5,280 | ' | ' | 266 | ' | ' | 3,430 | ' | 1,267 | ' | 324 | ' | ' | ' |
Demand on immediate payment on loan | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note interest outstanding principal balance percentage | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Issuance amount | ' | $30,116 | ' | ' | ' | ' | ' | $2,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date of warrant | ' | ' | ' | 15-Apr-13 | ' | ' | ' | 23-Jun-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Liability_Details_N
Derivative Liability (Details Narrative) (USD $) | 12 Months Ended | 78 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2009 | |
Derivative liabilities | $169,785 | $110,828 | $169,785 | ' |
Gain on fair value of derivative liabilities | ' | 38,946 | ' | ' |
Loss on fair value of derivative liabilities | -21,240 | ' | ' | ' |
Gain on fair value of warrants | 21,240 | ' | ' | ' |
Gain on market value of convertible notes | 13,056 | ' | ' | ' |
Loss of due on issuance of warrants | -30,116 | ' | ' | ' |
Debt instrument initial conversion price | $0.02 | ' | $0.02 | $0.15 |
Penalty expense on defaulting | 1,500 | 43,000 | 5,800 | ' |
Excess of convertible note discount | -4,180 | ' | -4,180 | ' |
Gain fair value of convertible notes | 38,946 | 38,946 | 38,946 | ' |
Note balances | 93,000 | ' | 93,000 | ' |
Percentage of increase of alternative financing interest rate, minimum | 2.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, maximum | 10.00% | ' | ' | ' |
Note 1 [Member] | ' | ' | ' | ' |
Debt instrument, face amount | 93,000 | ' | 93,000 | ' |
Debt instrument initial conversion price | $0.58 | ' | $0.58 | ' |
Debt convertible notes effective rate | 40.27% | ' | 40.27% | ' |
Percentage of penalty and accrued interest obligated to pay | 50.00% | ' | 50.00% | ' |
Note balances | 19,166 | ' | 19,166 | ' |
Increase of default convertible notes effective interest rate | 10.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, minimum | 5.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, maximum | 50.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, minimum | 2.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, maximum | 10.00% | ' | ' | ' |
Note 2 [Member] | ' | ' | ' | ' |
Debt instrument, face amount | 93,000 | ' | 93,000 | ' |
Debt instrument initial conversion price | $0.58 | ' | $0.58 | ' |
Debt convertible notes effective rate | 46.46% | ' | 46.46% | ' |
Percentage of penalty and accrued interest obligated to pay | 50.00% | ' | 50.00% | ' |
Note balances | 66,234 | ' | 66,234 | ' |
Increase of default convertible notes effective interest rate | 10.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, minimum | 5.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, maximum | 50.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, minimum | 2.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, maximum | 10.00% | ' | ' | ' |
Note 3 [Member] | ' | ' | ' | ' |
Debt instrument, face amount | 3,000 | ' | 3,000 | ' |
Debt instrument initial conversion price | $0.50 | ' | $0.50 | ' |
Debt convertible notes effective rate | 34.71% | ' | 34.71% | ' |
Penalty expense on defaulting | 1,500 | ' | ' | ' |
Increase of default convertible notes effective interest rate | 10.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, minimum | 5.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, maximum | 50.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, minimum | 2.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, maximum | 10.00% | ' | ' | ' |
Note 4 [Member] | ' | ' | ' | ' |
Debt instrument, face amount | 50,000 | ' | 50,000 | ' |
Debt instrument initial conversion price | $0.50 | ' | $0.50 | ' |
Debt convertible notes effective rate | 34.71% | ' | 34.71% | ' |
Increase of default convertible notes effective interest rate | 10.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, minimum | 5.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, maximum | 50.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, minimum | 2.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, maximum | 10.00% | ' | ' | ' |
Note 5 [Member] | ' | ' | ' | ' |
Debt instrument, face amount | 22,500 | ' | 22,500 | ' |
Debt instrument initial conversion price | $0.45 | ' | $0.45 | ' |
Debt convertible notes effective rate | 31.24% | ' | 31.24% | ' |
Increase of default convertible notes effective interest rate | 10.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, minimum | 5.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, maximum | 50.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, minimum | 2.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, maximum | 10.00% | ' | ' | ' |
Note 6 [Member] | ' | ' | ' | ' |
Debt instrument, face amount | 0 | ' | 0 | ' |
Increase of default convertible notes effective interest rate | 10.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, minimum | 5.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, maximum | 50.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, minimum | 2.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, maximum | 10.00% | ' | ' | ' |
Note 7 [Member] | ' | ' | ' | ' |
Debt instrument, face amount | $10,000 | ' | $10,000 | ' |
Debt instrument initial conversion price | $0.35 | ' | $0.35 | ' |
Debt convertible notes effective rate | 24.30% | ' | 24.30% | ' |
Increase of default convertible notes effective interest rate | 10.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, minimum | 5.00% | ' | ' | ' |
Percentage of Increase of default convertible notes effective interest rate, maximum | 50.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, minimum | 2.00% | ' | ' | ' |
Percentage of increase of alternative financing interest rate, maximum | 10.00% | ' | ' | ' |
Derivative_Liability_Schedule_
Derivative Liability - Schedule of Derivative Liability (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Mar. 31, 2010 |
Fair Value Disclosures [Abstract] | ' | ' | ' | ' |
Convertible Note - Related party | $169,785 | $110,828 | $24,000 | $24,000 |
Derivative Liability | $169,785 | $110,828 | ' | ' |
Derivative_Liability_Schedule_1
Derivative Liability - Schedule of Changes in Fair Market Value of Derivative Liability (Details) (USD $) | 12 Months Ended | 78 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | ' | ' | ' |
Beginning balance | $110,828 | $121,546 | ' |
Increase in derivative value due to issuances of convertible notes | 78,388 | 35,002 | ' |
Increase in derivative value due to tainting of warrants | 30,116 | ' | ' |
Change in fair market value of derivative liabilities due to the mark to market adjustment | -13,056 | -38,946 | ' |
Decrease due to debt conversion | -36,491 | -6,774 | -43,264 |
Ending balance | $169,785 | $110,828 | $169,785 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 78 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mar. 21, 2013 | Feb. 27, 2013 | Sep. 07, 2007 | Mar. 31, 2010 | Aug. 31, 2009 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2007 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2013 | Mar. 04, 2013 | Oct. 31, 2011 | Dec. 31, 2013 | Jan. 30, 2013 | Jan. 30, 2013 | Jan. 30, 2013 | Jul. 25, 2013 | Jul. 24, 2013 | Jun. 30, 2013 | Mar. 05, 2013 | 16-May-12 | Mar. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Sep. 30, 2012 | Jul. 31, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Nov. 30, 2011 | Aug. 31, 2011 | Jun. 30, 2011 | Dec. 31, 2010 | Jul. 31, 2010 | Jun. 30, 2010 | Jan. 31, 2010 | Aug. 31, 2009 | Jul. 31, 2009 | Jun. 30, 2009 | Mar. 31, 2009 | Feb. 28, 2009 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Nov. 28, 2007 | Sep. 30, 2010 | Dec. 31, 2007 | Dec. 31, 2007 | Nov. 28, 2007 | Dec. 31, 2007 | Mar. 04, 2013 | Mar. 04, 2013 | Sep. 07, 2007 | Dec. 31, 2010 | Mar. 04, 2013 | Sep. 07, 2007 | Jun. 30, 2010 | Dec. 31, 2007 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | |
2010 Equity Incentive Plan [Member] | Shawn Davis [Member] | Thomas Bianco [Member] | Thomas Bianco And Shawn Davis [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Class B Participating Cumulative Preferred Super-Voting Stock [Member] | Class B Participating Cumulative Preferred Super-Voting Stock [Member] | Class B Participating Cumulative Preferred Super-Voting Stock [Member] | Class B Cumulative Preferred Stock | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | |||||||||||||||||||
2010 Equity Incentive Plan [Member] | Founder [Member] | Founder [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock authorized to issue, number | ' | ' | ' | ' | ' | 20,000,000,000 | ' | ' | ' | 20,000,000,000 | 20,000,000,000 | ' | ' | ' | ' | 20,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,000,000 | ' | ' | ' | ' | ' | ' | -59,000,000 | 50,000 | ' | -20,000,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' |
Forward stock split | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
280 for 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | $0.02 | $0.02 | ' | ' | ' | ' | $0.02 | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | -5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of preferred stock dividend rate issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Undeclared Class B Preferred Stock dividends during period | ' | ' | ' | ' | ' | ' | ' | $9,487 | ' | $130,987 | $110,737 | $90,487 | $70,237 | $49,987 | $29,737 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period for consideration of cash | ' | ' | ' | ' | ' | ' | ' | 36,000 | 81,000 | 12,500 | 153,000 | 1,318,750 | 442,181 | 437,435 | 360,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,000 | 12,500 | 153,000 | 1,318,750 | 442,181 | 437,435 | 360,250 | ' | ' | ' | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period for consideration of cash, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 224,000 | 357,143 | 1,530,000 | 6,349,750 | 2,138,610 | 3,688,438 | 2,352,803 | ' | ' | ' | 133,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share of stock issued during period | ' | ' | ' | $0.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.20 | $0.20 | $0.27 | ' | $0.15 | $0.20 | $0.25 | $0.15 | ' | $0.15 | $0.30 | ' | $0.15 | $0.04 | $0.10 | $0.20 | $0.18 | $0.04 | $0.13 | ' | ' | $0.02 | $0.34 | ' | $0.34 | ' | ' | ' | ' | ' | ' | $0.50 | $0.25 | $0.35 | $0.35 | $0.35 | $0.25 |
Payment of cash offering cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | 7,000 | 1,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds form sale of stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | 153,000 | ' | ' | ' | ' | 2,760,117 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period for consideration of services | 36,000 | 30,000 | ' | ' | ' | 1,204 | ' | ' | 300,830 | 649,750 | 200,890 | 250,050 | 341,005 | 11,150 | 34,530 | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | 18,000 | 30,000 | 7,250 | 600,000 | 12,500 | 36,000 | 33,500 | 88,890 | 12,500 | 12,500 | 20,000 | 10,000 | 220,050 | 28,050 | 37,500 | 270,200 | 5,250 | 6,150 | ' | 2,600 | 2,400 | ' | 7,500 | ' | ' | ' | ' | ' | 34,530 | ' | ' | 232,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period for consideration of services, shares | 360,000 | 300,000 | ' | ' | ' | 72,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | 360,000 | 300,000 | 72,500 | 6,000,000 | 125,000 | 360,000 | 275,000 | 888,900 | 125,000 | 125,000 | 100,000 | 50,000 | 815,000 | 55,000 | 250,000 | 750,000 | 21,000 | 41,000 | ' | 17,333 | 8,000 | 500,000 | 50,000 | ' | ' | ' | ' | ' | 169,000 | ' | ' | 14,000,000 | ' | ' | 866,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares authorized to issue for services, shares | ' | ' | ' | ' | ' | 197,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares authorized to issue for services | ' | ' | ' | ' | ' | 19,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for services expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 232,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period for exchange of liability, shares | ' | ' | ' | ' | 788,571 | ' | 500,000 | ' | ' | ' | ' | ' | 247,249 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 862,069 | 2,000,000 | 591,133 | 137,931 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 139,944 | ' | ' | ' | ' | ' | ' | ' | 247,249 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period for exchange of liability | ' | ' | ' | ' | 55,200 | ' | ' | ' | ' | ' | ' | ' | 39,272 | 48,980 | 35,000 | 55,200 | ' | ' | ' | ' | ' | ' | 20,000 | 15,000 | 7,600 | 12,000 | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,980 | ' | ' | ' | ' | ' | ' | ' | 39,272 | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period for exchange of liability, price per share | ' | ' | ' | ' | $0.15 | $0.02 | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | $0.36 | ' | ' |
Gain or loss on conversion of debt | ' | ' | ' | ' | 62,637 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,615 | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares valued on cash sales | ' | ' | ' | ' | 118,286 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,793 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense on conversion of debt to equity | ' | ' | ' | ' | 449 | ' | ' | ' | ' | ' | 23,586 | ' | ' | ' | ' | 24,035 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total cumulative liability to guarantee equity value | ' | ' | ' | ' | ' | 90,980 | ' | ' | ' | 90,980 | 90,980 | ' | ' | 83,980 | ' | 90,980 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants issued and attached to issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants expiry date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Apr-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,498 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation stock granted during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation stock issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes payable to related parties | ' | ' | ' | ' | ' | $10,000 | ' | ' | ' | $10,000 | ' | ' | ' | ' | ' | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Guarantee_of_Equity_Value_Deta
Guarantee of Equity Value (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2009 | |
Guarantee Of Equity Value | ' | ' | ' | ' | ' | ' | ' |
Common stock Class A shares issued on conversion of liabilities | 120,000 | ' | ' | ' | ' | ' | ' |
Convertible liabilities | $24,000 | $169,785 | ' | ' | $110,828 | $24,000 | ' |
Value of common stock shares issued on conversion of liabilities | 42,000 | ' | ' | ' | ' | ' | ' |
Common stock value per share | $0.35 | ' | ' | $0.13 | ' | ' | ' |
Loss on conversion of debt | 18,000 | ' | ' | ' | ' | ' | ' |
Guarantee liability | ' | ' | ' | ' | ' | 11,000 | ' |
Total guarantee liability | ' | ' | ' | ' | ' | 35,000 | ' |
Gain on forgiveness of debt | ' | ' | 25,000 | ' | ' | ' | ' |
Cash payment towards total payable outstanding | ' | 3,000 | ' | ' | ' | ' | ' |
Total cumulative liability to guarantee equity value | ' | $90,980 | ' | ' | $90,980 | ' | $83,980 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carryforwards | $598,399 | $637,429 |
Net operating loss carryforwards, expiration | ' | 31-Dec-30 |
Deferred tax assets valuation expense | ' | ' |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
NOL Carryforward | ($598,399) | ($637,429) |
Net Deferred Tax assets before valuation allowance | 954,812 | 745,373 |
Valuation allowances | -954,812 | -745,373 |
Total | $0 | $0 |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Federal and state statutory rate | 35.00% | 35.00% |
Change in valuation allowance on deferred tax assets | -35.00% | -35.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||
Sep. 24, 2013 | Mar. 21, 2013 | Feb. 27, 2013 | Jan. 30, 2013 | Sep. 21, 2010 | Jul. 30, 2013 | Mar. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Mar. 04, 2013 | Sep. 25, 2011 | Sep. 21, 2010 | Mar. 04, 2013 | Sep. 07, 2007 | Mar. 04, 2013 | Sep. 07, 2007 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 10, 2013 | Jan. 30, 2013 | Mar. 26, 2008 | Dec. 31, 2013 | Jan. 30, 2013 | Mar. 26, 2008 | Dec. 31, 2013 | |
Restricted Class A Common Stock | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Mr. Davis [Member] | Mr. Bianco [Member] | Mr. Stone [Member] | Shawn Davis [Member] | Shawn Davis [Member] | Shawn Davis [Member] | Thomas Bianco [Member] | Thomas Bianco [Member] | Thomas Bianco [Member] | ||||||||||||||||||
Salary to officers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $185,000 | $185,000 | ' | ' | $120,000 | ' | ' | $120,000 | ' |
Percentage of aggregate severance amount equal to employees annual base salary | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of unvested portion of all options held by Employees | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued salaries to officers | ' | ' | ' | ' | ' | ' | ' | 277,101 | ' | 277,101 | 181,538 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 220,701 | ' | ' | 220,755 |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | 20,000,000,000 | ' | 20,000,000,000 | 20,000,000,000 | ' | ' | ' | ' | ' | ' | ' | -59,000,000 | 50,000 | -20,000,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of voting rights on each share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
one hundred votes per share | twenty thousand votes per share | ||||||||||||||||||||||||||||||
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | -5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | $0.02 | $0.02 | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating leases rent expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 11,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for services, shares | ' | 360,000 | 300,000 | ' | ' | ' | ' | 72,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | 3,000,000 | ' | ' |
Shares issued for services | ' | 36,000 | 30,000 | ' | ' | ' | ' | 1,204 | 300,830 | 649,750 | 200,890 | 250,050 | 341,005 | 11,150 | 34,530 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued per share | ' | ' | ' | ' | ' | ' | $0.35 | ' | ' | ' | ' | ' | ' | ' | $0.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment to vendor for services | ' | ' | ' | ' | ' | ' | 70,618 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum cost to vendor for services | ' | ' | ' | ' | ' | ' | 89,435 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional cost of services | ' | ' | ' | ' | 18,818 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,818 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares needs to fund to receive related party investments | 750,000 | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to related party on resolving the litigation issue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' |
Share stock certificate agreement for receiving funds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The Company negotiated the size of the stock certificate based on the amount of money Mr. Stone claimed the Fund would deliver in the time period and based on promises he allegedly secured from pre-existing relationships, amounting to an aggregate of $100,000 - $200,000 in funds that he stated would begin arriving at the Company within the first few weeks. | |||||||||||||||||||||||||||||||
Demand on immediate payment on loan | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note interest outstanding principal balance percentage | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment on software assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $74,269 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 78 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 19 Months Ended | 12 Months Ended | 19 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Mar. 21, 2013 | Feb. 27, 2013 | Dec. 31, 2013 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2013 | Jul. 23, 2012 | Mar. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Sep. 30, 2012 | Jul. 31, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Nov. 30, 2011 | Aug. 31, 2011 | Jun. 30, 2011 | Dec. 31, 2010 | Jul. 31, 2010 | Jun. 30, 2010 | Jan. 31, 2010 | Aug. 31, 2009 | Jun. 30, 2009 | Mar. 31, 2009 | Feb. 28, 2009 | Dec. 31, 2007 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Common Stock - Class A [Member] | Mr. Davis [Member] | Mr. Davis [Member] | Mr. Bianco [Member] | Mr. Bianco [Member] | Mr. Davis [Member] | Mr. Stone [Member] | |||||||||||||
Common Stock - Class A [Member] | Common Stock - Class A [Member] | ||||||||||||||||||||||||||||||||||||||||
Unsecured loan due to Secretary Timothy Smith | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advance from a related party | ' | ' | ' | ' | 29,436 | 10,184 | ' | ' | ' | ' | 99,620 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock at a conversion price | ' | ' | ' | ' | $0.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital contributed for payment of vehicles by CEO and CFO | ' | ' | ' | ' | 4,647 | ' | ' | ' | ' | ' | 4,647 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,647 | ' | 4,647 | ' | ' | ' |
Contributed capital payments made for vehicles | ' | ' | ' | ' | 6,590 | 15,808 | ' | ' | ' | ' | 31,936 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 756 | ' | 756 | ' | ' |
Accrued salaries | ' | ' | 277,101 | ' | 277,101 | 181,538 | ' | ' | ' | ' | 277,101 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreed amount reduced from officers salary | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt related to balance owed on the two trucks | ' | ' | ' | ' | 70,764 | 70,764 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt related to balance owned on net book value | ' | ' | ' | ' | 65,949 | 65,949 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forgave salary, related party | ' | ' | 10,000 | ' | 10,000 | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | 20,000 | ' | ' | ' |
Salary payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 401,511 | ' | 401,511 | ' | ' | ' |
Issuance of stock for services, shares | 360,000 | 300,000 | 72,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 360,000 | 300,000 | 72,500 | 6,000,000 | 125,000 | 360,000 | 275,000 | 888,900 | 125,000 | 125,000 | 100,000 | 50,000 | 815,000 | 55,000 | 250,000 | 750,000 | 21,000 | 41,000 | 17,333 | 8,000 | 500,000 | 50,000 | 169,000 | ' | ' | ' | ' | 3,000,000 | 3,000,000 |
Issuance of stock for services | $36,000 | $30,000 | $1,204 | $300,830 | $649,750 | $200,890 | $250,050 | $341,005 | $11,150 | $34,530 | ' | ' | $18,000 | $30,000 | $7,250 | $600,000 | $12,500 | $36,000 | $33,500 | $88,890 | $12,500 | $12,500 | $20,000 | $10,000 | $220,050 | $28,050 | $37,500 | $270,200 | $5,250 | $6,150 | $2,600 | $2,400 | ' | $7,500 | $34,530 | ' | ' | ' | ' | $600,000 | $600,000 |
Investment_Offer_Details_Narra
Investment Offer (Details Narrative) (USD $) | 0 Months Ended | ||
Oct. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fixed amount of investment | $159,560 | ' | ' |
Percentage of cumulative payout over time equal to five times their initial investment | 50.00% | ' | ' |
Royalty Payable | ' | 22,000 | 22,000 |
Three Investors [Member] | ' | ' | ' |
Investment total amount | $22,000 | ' | ' |
Investor One [Member] | ' | ' | ' |
Percentage of royalty paid to investors | 6.27% | ' | ' |
Investor Two [Member] | ' | ' | ' |
Percentage of royalty paid to investors | 6.27% | ' | ' |
Investor Three [Member] | ' | ' | ' |
Percentage of royalty paid to investors | 1.25% | ' | ' |
Investment_Agreement_Details
Investment Agreement (Details) (Dutchess [Member], USD $) | 0 Months Ended |
Jun. 26, 2013 | |
Dutchess [Member] | ' |
Payments to purchase of common stock | $5,000,000 |
Percentage of purchase price lowest daily volume weighted average price five consecutive trading days | 95.00% |
Percentage of average daily volume of common stock for three consecutive trading dats | 200.00% |
Number of shares beneficially held at exceed | $100,000 |
Percentage of shares beneficially held at exceed | 4.99% |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Beacon Global Partners, LLC [Member]) | 0 Months Ended |
Apr. 02, 2013 | |
Beacon Global Partners, LLC [Member] | ' |
Percentage of voting control by issuance of blank check | 51.00% |
Percentage of voting securities held at least by agreement | 51.00% |
Percentage of voting securities hold as of date | 0.00% |