Quest Water Global (QWTR) 10-Q 14 Nov 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 14, 2014
Document And Entity Information	'	'
Entity Registrant Name	'Quest Water Global, Inc.	'
Entity Central Index Key	'0001487091	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	92,163,194
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2014	'

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current assets	'	'
Cash	$184	$1,605
Amounts receivable	'	1,293
Prepaid expenses and deposits	1,913	7,835
Total current assets	2,097	10,733
Equipment (Note 3)	8,144	11,269
Total assets	10,241	22,002
Current liabilities	'	'
Accounts payable	385,908	360,766
Accrued liabilities	'	3,344
Convertible notes payable, net of unamortized discount of $nil (2013 - $22,292) (Note 4)	175,000	152,708
Due to related parties (Note 5)	670,846	980,248
Total liabilities	1,231,754	1,497,066
Nature of operations and continuance of business (Note 1)	'	'
Commitments (Note 9)	'	'
Stockholders' deficit	'	'
Preferred stock, 5,000,000 shares authorized, $0.000001 par value, 2 shares issued and outstanding	1	1
Common stock, 95,000,000 shares authorized, $0.000001 par value, 92,163,194 and 85,749,860 shares issued and outstanding, respectively	5,147	5,140
Additional paid-in capital	6,127,686	4,749,609
Common stock issuable (Note 6)	40,025	23,000
Deferred compensation (Note 6)	-31,945	'
Deficit	-7,362,427	-6,252,814
Total stockholders' deficit	-1,221,513	-1,475,064
Total liabilities and stockholders' deficit	$10,241	$22,002

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Convertible notes payable, unamortized discount	'	$22,292
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares issued	2	2
Preferred stock, shares outstanding	2	2
Common stock, shares authorized	95,000,000	95,000,000
Common stock, par value	$0.00	$0.00
Common stock, shares issued	92,163,194	85,749,860
Common stock, shares outstanding	92,163,194	85,749,860

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Expenses	'	'	'	'
Advertising and promotion	$664	$261	$43,315	$28,216
Amortization	1,053	14,641	3,125	43,925
Automotive	6,419	5,008	17,469	14,774
Consulting fees (Notes 6 and 8)	47,251	3,121	354,932	21,338
Foreign exchange loss (gain)	-12,119	5,246	-11,348	-2,783
Management fees (Notes 5 and 8)	75,000	75,000	557,731	225,000
Office and miscellaneous	4,875	10,257	17,291	21,411
Professional fees	15,271	12,649	71,622	84,035
Rent	5,815	3,333	16,717	18,313
Telephone	3,619	4,116	9,379	12,028
Transfer agent and filing fees	3,273	1,595	9,949	2,414
Travel	226	9,673	483	29,501
Total expenses	151,347	144,900	1,090,665	498,172
Loss before other income (expense)	-151,347	-144,900	-1,090,665	-498,172
Other income (expense)	'	'	'	'
Accretion of discounts on convertible notes payable	-1,042	-15,937	-22,292	-47,815
Gain on settlement of debt	'	'	3,344	'
Interest expense	'	-1,260	'	-3,428
Total other income (expense)	-1,042	-17,197	-18,948	-51,243
Net loss	($152,389)	($162,097)	($1,109,613)	($549,415)
Net loss per share, basic and diluted	'	'	($0.01)	($0.01)
Weighted average number of shares outstanding, basic and diluted	91,234,570	85,182,360	87,951,154	85,151,598

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Operating Activities:	'	'
Net loss for the period	($1,109,613)	($549,415)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Accretion of discounts on convertible notes payable	22,292	47,815
Amortization	3,125	43,925
Gain on settlement of debt	-3,344	'
Stock-based compensation	703,164	2,700
Changes in operating assets and liabilities:	'	'
Amounts receivable	1,293	'
Prepaid expenses and deposits	5,922	'
Accounts payable	25,142	68,888
Accrued liabilities	'	-5,490
Due to related parties	303,971	360,055
Net cash used in operating activities	-48,048	-31,522
Financing Activities:	'	'
Advances from related parties	46,627	'
Proceeds from issuance of common stock	'	30,000
Net cash provided by financing activities	46,627	30,000
Decrease in cash	-1,421	-1,522
Cash, beginning of period	1,605	1,732
Cash, end of period	184	210
Non-cash investing and financing activities:	'	'
Common stock issued to settle amounts due to related parties	660,000	'
Supplemental disclosures:	'	'
Interest paid	'	'
Income tax paid	'	'

Basis_of_Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Basis of Presentation	'
	1	Basis of Presentation
	The accompanying consolidated interim financial statements of Quest Water Global, Inc. (the “Company”) should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.
	The preparation of the consolidated interim financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
	These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at September 30, 2014, the Company has a working capital deficiency of $1,229,657 of which $670,846 is owed to the two principal shareholders (Note 5), and an accumulated deficit of $7,362,427. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue to develop its business and ultimately on the attainment of profitable operations. The Company is in the process of arranging additional capital financing that may assist in addressing these issues; however, these factors continue to raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Significant_Accounting_Policie

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2014
Accounting Policies [Abstract]	'
Significant Accounting Policies	'
	2	Significant Accounting Policies
		(a)	Principles of Consolidation
	These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”), and are expressed in US dollars. These consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, Quest; Quest’s wholly owned subsidiary, Quest Water Solutions Inc., a company incorporated under the laws of the Province of British Columbia, Canada; and its 88% owned inactive subsidiaries Agua Cuilo Lda., Cuilo Embalnages, Lda., and Cuilo Comercial, Lda. All inter-company balances and transactions have been eliminated on consolidation.
		(b)	Recent Accounting Pronouncements
	The Company has limited operations and is considered to be in the development stage. In the period ended September 30, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.
	The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Equipment

Equipment	9 Months Ended
	Sep. 30, 2014
Property, Plant and Equipment [Abstract]	'
Equipment	'
	3	Equipment
			Cost		Accumulated		Net Carrying		Net Carrying
					Amortization		Value		Value
							September 30, 2014		December 31, 2013
			$		$		$		$
	Computer equipment			25,971		20,866		5,105		7,696
	Furniture and equipment			7,426		4,387		3,039		3,573
				33,397		25,253		8,144		11,269

Convertible_Notes_Payable

Convertible Notes Payable	9 Months Ended
	Sep. 30, 2014
Debt Disclosure [Abstract]	'
Convertible Notes Payable	'
	4	Convertible Notes Payable
		(a)	On May 9, 2012, the Company received proceeds of $150,000 and issued a convertible note which is non-interest bearing, unsecured, and due on May 9, 2014. The unpaid amount can be converted at any time at the holder’s option at $0.50 per share of common stock, which must not be less than $25,000 of unpaid principal. In accordance with ASC 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”), the Company recognized the intrinsic value of the embedded beneficial conversion feature of $90,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $150,000. For the nine months ended September 30, 2014, $15,000 (2013 - $33,750) had been accreted, increasing the carrying value to $150,000 (December 31, 2013 - $135,000).
		(b)	On July 30, 2012, the Company received proceeds of $25,000 and issued a convertible note which is non-interest bearing, unsecured, and due on July 30, 2014. The unpaid amount can be converted at any time at the holder’s option at $0.50 per share of common stock. In accordance with ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $25,000. For the nine months ended September 30, 2014, $7,292 (2013 - $9,375) had been accreted, increasing the carrying value to $25,000 (December 31, 2013 - $17,708).

Related_Party_Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2014
Related Party Transactions [Abstract]	'
Related Party Transactions	'
	5	Related Party Transactions
		(a)	As at September 30, 2014, a total of $207,642 (December 31, 2013 - $404,193) is owed to the President of the Company, which is non-interest bearing, unsecured, and due on demand. Refer to Note 6(d).
		(b)	As at September 30, 2014, a total of $463,204 (December 31, 2013 - $576,055) is owed to the Vice President of the Company, which is non-interest bearing, unsecured, and due on demand. Refer to Note 6(d).
		(c)	For the nine months ended September 30, 2014, the Company incurred a total of $225,000 (2013 - $225,000) in management fees to the President and the Vice President of the Company. The Company also incurred stock-based compensation of $332,731 (2013 - $nil) for stock options granted to the President and the Vice President of the Company during the nine months ended September 30, 2014, which is included in management fees.

Common_Stock

Common Stock	9 Months Ended
	Sep. 30, 2014
Equity [Abstract]	'
Common Stock	'
	6	Common Stock
		(a)	On February 18, 2014, the Company issued 30,000 shares of common stock with a fair value of $6,900 pursuant to a consulting agreement.
		(b)	On February 18, 2014, the Company issued 500,000 shares of common stock with a fair value of $110,000 pursuant to a consulting agreement, of which $78,055 (2013 - $nil) was expensed as consulting fees which reflects the pro-rata portion of the services provided to September 30, 2014. As of September 30, 2014, the remaining amount of $31,945 was recorded as deferred compensation and will be expensed as consulting fees pro-rata over the term of the agreement which ends on January 14, 2015. The fair value of the shares was determined based on the closing price of the Company’s common stock at $0.22 per share on February 18, 2014.
		(c)	On February 18, 2014, the Company issued 200,000 shares of common stock with a fair value of $38,280 pursuant to a consulting agreement, of which 100,000 shares of common stock with a fair value of $18,000 was included in common stock issuable as at December 31, 2013.
		(d)	On July 14, 2014, the Company issued 5,500,000 shares of common stock with a fair value of $0.12 per share to settle accrued management fees of $660,000 owing to the President and the Vice President of the Company.
		(e)	On August 5, 2014, the Company issued 100,000 shares of common stock with a fair value of $7,000 pursuant to a consulting agreement. Refer to Note 9(f).
		(f)	On August 27, 2014, the Company issued 83,334 units at a price of $0.06 per share for proceeds of $5,000, which was included in common stock issuable as at December 31, 2013. Each unit consisted of one share of common stock and one non-transferable share purchase warrant to purchase an additional share of common stock at a price of $0.20 per share until July 2, 2016.
		(g)	As at September 30, 2014, the Company had 250,000 shares of common stock issuable with a fair value of $27,500 pursuant to a marketing agreement. Refer to Note 9(e).
		(h)	As at September 30, 2014, the Company had 250,000 shares of common stock issuable with a fair value of $12,525 pursuant to a consulting agreement. Refer to Note 9(g).

Share_Purchase_Warrants

Share Purchase Warrants	9 Months Ended
	Sep. 30, 2014
Warrants and Rights Note Disclosure [Abstract]	'
Share Purchase Warrants	'
	7	Share Purchase Warrants
	The following table summarizes the continuity of share purchase warrants:
			Number of			Weighted
			warrants			average
						exercise
						price
						$
	Balance, December 31, 2013			3,056,500			0.53
	Granted			83,334			0.2
	Balance, September 30, 2014			3,139,834			0.52
	As at September 30, 2014, the following share purchase warrants were outstanding:
	Number of			Exercise			Expiry date
	warrants			price
	outstanding			$
	2,398,000				0.5		6-Jan-15
	310,000				0.5		10-Feb-15
	286,000				0.75		15-Jul-15
	62,500				0.65		15-Oct-15
	83,334				0.2		2-Jul-16
	3,139,834

Stock_Options

Stock Options

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

'

Stock Options

'

8

Stock Options

Number

Weighted

of options

average

exercise price

$

Outstanding, December 31, 2013

5,050,000

0.9

Granted

3,750,000

0.19

Forfeited

(3,500,000

)

0.9

Outstanding, September 30, 2014

5,300,000

0.19

Additional information regarding stock options outstanding as at September 30, 2014 is as follows:

Outstanding and exercisable

Range of

Number of

Weighted

Weighted

exercise prices

shares

average

average

$

remaining

exercise

contractual life

price

(years)

$

0.19

5,300,000

0.7

0.19

On February 25, 2014, the Company amended the exercise price of 1,550,000 stock options granted on May 30, 2012 from $0.90 to $0.19 per share. Modifications to the terms of an award are treated as an exchange of the original award for a new award. Incremental compensation cost is measured as the excess, if any, of the fair value of the original award immediately before its terms are modified, measured on the share price and other pertinent factors at that date. The Company recognized an incremental compensation cost of $97,240 for these modified stock options, which is included in consulting fees.

The fair values for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions:

Nine months

Nine months

ended

ended

September 30, 2014

September 30, 2013

Risk-free Interest rate

0.11

%

–

Expected life (in years)

1.3

–

Expected volatility

162

%

–

During the nine months ended September 30, 2014, the Company recorded stock-based compensation of $453,664 (2013 - $nil) for stock options granted, of which $332,731 was included in management fees and $120,933 was included in consulting fees.

The weighted average fair value of the stock options granted during the nine months ended September 30, 2014 was $0.12 (2013 - $nil) per option.

As at September 30, 2014, the aggregate intrinsic value of stock options outstanding is $nil.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]	'
Commitments	'
	9	Commitments
		(a)	On November 1, 2011, the Company entered into a management agreement with the President of the Company whereby it is obligated to pay $12,500 per month starting on October 3, 2011 to November 1, 2016.
	The agreement may be terminated by written notice. Upon termination, the President shall receive a termination fee equal to the sum of:
		(i)	Buy-out of any outstanding stock options for a price equal to the fair market value of the Company’s common stock multiplied by the number of shares under options and less the exercise price; plus
		(ii)	The greater of:
		●	The aggregate remaining fees for the unexpired remainder of the term; or
		●	One annual fee plus one month fee for each year served after November 1, 2011.
		(b)	On November 1, 2011, the Company entered into a management agreement with the Vice-President of the Company whereby it is obligated to pay $12,500 per month starting on October 3, 2011 to November 1, 2016.
	The agreement may be terminated by written notice. Upon termination, the Vice-President shall receive a termination fee equal to the sum of:
		(i)	Buy-out of any outstanding stock options for a price equal to the fair market value of the Company’s common stock multiplied by the number of shares under options and less the exercise price; plus
		(ii)	The greater of:
		●	The aggregate remaining fees for the unexpired remainder of the term; or
		●	One annual fee plus one month fee for each year served after November 1, 2011.
		(c)	On November 19, 2013, the Company entered into a one year agreement for consulting services whereby the Company agreed to pay an annual fee of $45,000 in shares of common stock based on a 40% monthly workload. In connection with this fee, the Company issued 225,000 shares of common stock with a fair value of $49,500. This fee will be reviewed on a monthly basis and will be increased proportionately if the consultant’s workload increases on behalf of the Company. The Company also agreed to pay the consultant a finder’s fee at the following rates:
		(i)	Based on equity investment:
		●	10% on funds received from finder investors up to $1,000,000;
		●	7.5% on funds received from finder investors between $1,000,001 to $2,000,000;
		●	5% on funds received from finder investors over $2,000,000.
		(ii)	Based on debt investment:
		●	5% on funds received from finder investors up to $1,000,000;
		●	3.75% on funds received from finder investors between $1,000,001 to $2,000,000;
		●	2.5% on funds received from finder investors over $2,000,000.
	The finder’s fee shall be paid in cash, or as elected by the finder, a combination of cash and common stock of the Company at the same price per share as the Company’s current financing round.
		(d)	On February 11, 2014, the Company signed a lease for office premises and agreed to pay annual basic rent of Cdn$16,248 plus operating costs up to February 11, 2017. Minimum lease payments over the remaining term of the lease is as follows:
	Year			Cdn$
	2014				4,062
	2015				16,248
	2016				16,248
	2017				2,031
					38,589
		(e)	On May 22, 2014, the Company entered into a joint venture (“JV”) marketing agreement with a consultant for marketing services whereby the Company agreed to issue 250,000 restricted shares of common stock to the consultant as a signing bonus. Refer to Note 6(g). The Company also agreed to issue 5,000,000 restricted shares of common stock on an earnout basis based on the JV achieving $20,000,000 in gross sales revenue over the initial three-year period, to be assessed and paid semi-annually. Pursuant to the agreement, ownership of the JV is divided into 55% equity ownership by the Company and 45% equity ownership by the consultant. The Company is committed to contributing $250,000 in a combination of cash and value of demonstration units to the JV. The demonstration units will remain the ownership of the Company until such time that the consultant contributes its $250,000, after which the ownership of the demonstration units become that of the JV. The initial term of the agreement is for three years plus a day from the date the first demonstration unit is installed and properly functioning. The term will renew for three subsequent one year periods unless terminated by either party.
		(f)	On July 29, 2014, the Company entered into a six month agreement for consulting services whereby the Company agreed to pay a fee of $8,000 in shares of common stock in consideration for investor relations services. In connection with this fee, the Company issued 100,000 shares of common stock with a fair value of $7,000. Refer to Note 6(e).
		(g)	On September 10, 2014, the Company entered into a nine month agreement for consulting services whereby the Company agreed to issue 1,000,000 restricted shares of common stock to the consultant as consideration of which 25% are deemed earned upon receipt. Refer to Note 6(h). The remaining restricted shares of common stock are deemed earned on a monthly basis with periods ending the 1st day of each month until the end of the contract.

Significant_Accounting_Policie1

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2014
Accounting Policies [Abstract]	'
Principles of Consolidation	'
		(a)	Principles of Consolidation
	These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”), and are expressed in US dollars. These consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, Quest; Quest’s wholly owned subsidiary, Quest Water Solutions Inc., a company incorporated under the laws of the Province of British Columbia, Canada; and its 88% owned inactive subsidiaries Agua Cuilo Lda., Cuilo Embalnages, Lda., and Cuilo Comercial, Lda. All inter-company balances and transactions have been eliminated on consolidation.
Recent Accounting Pronouncements	'
		(b)	Recent Accounting Pronouncements
	The Company has limited operations and is considered to be in the development stage. In the period ended September 30, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.
	The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Equipment_Tables

Equipment (Tables)	9 Months Ended
	Sep. 30, 2014
Property, Plant and Equipment [Abstract]	'
Schedule of Equipment	'
		Cost		Accumulated		Net Carrying		Net Carrying
				Amortization		Value		Value
						September 30, 2014		December 31, 2013
		$		$		$		$
	Computer equipment		25,971		20,866		5,105		7,696
	Furniture and equipment		7,426		4,387		3,039		3,573
			33,397		25,253		8,144		11,269

Share_Purchase_Warrants_Tables

Share Purchase Warrants (Tables)	9 Months Ended
	Sep. 30, 2014
Warrants and Rights Note Disclosure [Abstract]	'
Schedule of Continuity of Share Purchase Warrants	'
	The following table summarizes the continuity of share purchase warrants:
		Number of			Weighted
		warrants			average
					exercise
					price
					$
	Balance, December 31, 2013		3,056,500			0.53
	Granted		83,334			0.2
	Balance, September 30, 2014		3,139,834			0.52
Schedule of Share Purchase Warrants Outstanding	'
	As at September 30, 2014, the following share purchase warrants were outstanding:
	Number of		Exercise			Expiry date
	warrants		price
	outstanding		$
	2,398,000			0.5		6-Jan-15
	310,000			0.5		10-Feb-15
	286,000			0.75		15-Jul-15
	62,500			0.65		15-Oct-15
	83,334			0.2		2-Jul-16
	3,139,834

Stock_Options_Tables

Stock Options (Tables)

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

'

Schedule of Stock Options Activity

'

Number

Weighted

of options

average

exercise price

$

Outstanding, December 31, 2013

5,050,000

0.9

Granted

3,750,000

0.19

Forfeited

(3,500,000

)

0.9

Outstanding, September 30, 2014

5,300,000

0.19

Schedule of Additional Information Regarding Stock Options Outstanding

'

Additional information regarding stock options outstanding as at September 30, 2014 is as follows:

Outstanding and exercisable

Range of

Number of

Weighted

Weighted

exercise prices

shares

average

average

$

remaining

exercise

contractual life

price

(years)

$

0.19

5,300,000

0.7

0.19

Schedule of Fair value of Stock Options

'

The fair values for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions:

Nine months

Nine months

ended

ended

September 30, 2014

September 30, 2013

Risk-free Interest rate

0.11

%

–

Expected life (in years)

1.3

–

Expected volatility

162

%

–

Commitments_Tables

Commitments (Tables)	9 Months Ended
	Sep. 30, 2014
Commitments Tables	'
Schedule of Minimum Lease Payments Over Remaining Term of Lease	'
		Minimum lease payments over the remaining term of the lease is as follows:
	Year		Cdn$
	2014			4,062
	2015			16,248
	2016			16,248
	2017			2,031
				38,589

Basis_of_Presentation_Details_

Basis of Presentation (Details Narrative) (USD $)	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Working capital deficiency	$1,229,657
Liability of principal stockholders	670,846
Accumulated deficit	$7,362,427

Significant_Accounting_Policie2

Significant Accounting Policies (Details Narrative)	9 Months Ended
	Sep. 30, 2014
Accounting Policies [Abstract]	'
Percentage of ownership in inactive subsidiaries	88.00%

Equipment_Schedule_of_Equipmen

Equipment - Schedule of Equipment (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Equipment, Cost	$33,397	'
Equipment, Accumulated Amortization	25,253	'
Equipment, Net Carrying Value	8,144	11,269
Computer Equipment [Member]	'	'
Equipment, Cost	25,971	'
Equipment, Accumulated Amortization	20,866	'
Equipment, Net Carrying Value	5,105	7,696
Furniture and Equipment [Member]	'	'
Equipment, Cost	7,426	'
Equipment, Accumulated Amortization	4,387	'
Equipment, Net Carrying Value	$3,039	$3,573

Convertible_Notes_Payable_Deta

Convertible Notes Payable (Details Narrative) (USD $)	0 Months Ended		9 Months Ended		12 Months Ended	0 Months Ended	9 Months Ended		12 Months Ended
	Aug. 27, 2014	9-May-12	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Jul. 30, 2012	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
		Convertible Notes One [Member]	Convertible Notes One [Member]	Convertible Notes One [Member]	Convertible Notes One [Member]	Convertible Notes Two [Member]	Convertible Notes Two [Member]	Convertible Notes Two [Member]	Convertible Notes Two [Member]
Proceeds from notes	'	$150,000	'	'	'	$25,000	'	'	'
Debt instrument, maturity date	'	9-May-14	'	'	'	30-Jul-14	'	'	'
Common stock per share	$0.06	$0.50	'	'	'	$0.50	'	'	'
Principal unpaid on convertible note	'	$25,000	'	'	'	'	'	'	'
Embedded beneficial conversion feature	'	90,000	'	'	'	25,000	'	'	'
Convertible notes face value	'	150,000	'	'	'	25,000	'	'	'
Carrying value of convertible note	'	'	150,000	'	135,000	'	25,000	'	17,708
Convertible note payable, accreted during period	'	'	$15,000	$33,750	'	'	$7,292	$9,375	'

Related_Party_Transactions_Det

Related Party Transactions (Details Narrative) (USD $)	9 Months Ended						9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
			President [Member]	President [Member]	Vice President [Member]	Vice President [Member]	President And Vice President [Member]	President And Vice President [Member]
Unsecured loan obligations to related parties	'	'	$207,642	$404,193	$463,204	$576,055	'	'
Management fees paid to President and Vice President	'	'	'	'	'	'	225,000	225,000
Stock based compensation	$703,164	$2,700	'	'	'	'	$332,731	$0

Common_Stock_Details_Narrative

Common Stock (Details Narrative) (USD $)	0 Months Ended			9 Months Ended		0 Months Ended					3 Months Ended
	Aug. 27, 2014	Jul. 29, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2013	Feb. 18, 2014	Feb. 18, 2014	Feb. 18, 2014	Jul. 14, 2014	Aug. 05, 2014	Sep. 30, 2014
						Issuance Of Common Stock With Fair Value One [Member]	Issuance Of Common Stock With Fair Value Two [Member]	Issuance Of Common Stock With Fair Value Three [Member]	Issuance Of Common Stock With Fair Value Four [Member]	Issuance Of Common Stock With Fair Value Five [Member]	Issuance Of Common Stock With Fair Value Six [Member]
Common stock shares issued for consulting agreement	'	100,000	100,000	'	'	30,000	500,000	200,000	5,500,000	10,000	250,000
Common stock shares issued value for consulting agreement	'	$7,000	$18,000	'	'	$6,900	$110,000	$38,280	'	$7,000	$12,525
Consulting fees for services	'	'	'	78,055	'	'	'	'	'	'	'
Deferred compensation	'	'	'	31,945	'	'	'	'	'	'	'
Stock issued, price of share	$0.06	'	'	'	'	'	$0.22	'	$0.12	'	'
Accrued management fees	'	'	'	'	'	'	'	'	660,000	'	'
Units issued during period	83,334	'	'	'	'	'	'	'	'	'	'
Units issued, price of share	$0.06	'	'	'	'	'	$0.22	'	$0.12	'	'
Proceeds from issuance of stock	5,000	'	'	'	30,000	'	'	'	'	'	'
Warrants, exercise price	$0.20	'	'	'	'	'	'	'	'	'	'
Warrants, expiration date	2-Jul-16	'	'	'	'	'	'	'	'	'	'
Common stock shares issued for marketing agreement	'	'	'	250,000	'	'	'	'	'	'	'
Common stock shares issued value of marketing agreement	'	'	'	$27,500	'	'	'	'	'	'	'

Share_Purchase_Warrants_Schedu

Share Purchase Warrants - Schedule of Continuity of Share Purchase Warrants (Details) (Warrant [Member], USD $)	9 Months Ended
	Sep. 30, 2014
Warrant [Member]	'
Number of warrants, Beginning balance	3,056,500
Number of warrants granted	83,334
Number of warrants, Ending balance	3,139,834
Weighted average exercise price of warrants, Beginning balance	$0.53
Weighted average exercise price granted	$0.20
Weighted average exercise price of warrants, Ending balance	$0.52

Share_Purchase_Warrants_Schedu1

Share Purchase Warrants - Schedule of Share Purchase Warrants Outstanding (Details) (USD $)	0 Months Ended		9 Months Ended
	Aug. 27, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014
			Expiry Date January 6, 2015 [Member]	Expiry Date February 10, 2015 [Member]	Expiry Date July 15, 2015 [Member]	Expiry Date October 15, 2015 [Member]	Expiry Date July 2, 2016 [Member]
Number of warrants outstanding	'	3,139,834	2,398,000	310,000	286,000	62,500	83,334
Warrants, Exercise price	$0.20	'	$0.50	$0.50	$0.75	$0.65	$0.20
Warrants, Expiry date	2-Jul-16	'	6-Jan-15	10-Feb-15	15-Jul-15	15-Oct-15	2-Jul-16

Stock_Options_Details_Narrativ

Stock Options (Details Narrative) (USD $)	0 Months Ended	9 Months Ended				0 Months Ended
	Feb. 25, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2014	30-May-12	30-May-12
				Management Fees [Member]	Consulting Fees [Member]	Maximum [Member]	Minimum [Member]
Number of stock options granted	1,550,000	3,750,000	'	'	'	'	'
Exercise price of stock option	'	$0.19	$0.90	'	'	$0.90	$0.19
Incremental compensation cost	'	$97,240	'	'	'	'	'
Stock based compensation granted	'	453,664	0	332,731	120,933	'	'
Weighted average fair value stock options granted	'	$0.12	$0	'	'	'	'
Intrinsic value of stock options, Outstanding	'	$0	'	'	'	'	'

Stock_Options_Schedule_of_Stoc

Stock Options - Schedule of Stock Options Activity (Details) (USD $)	0 Months Ended	9 Months Ended
	Feb. 25, 2014	Sep. 30, 2014	Sep. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'	'	'
Number of options, Outstanding, Beginning balance	'	5,050,000	'
Number of options, Granted	1,550,000	3,750,000	'
Number of options, Forfeited	'	-3,500,000	'
Number of options, Outstanding, Ending balance	'	5,300,000	'
Weighted average exercise price, Outstanding, Beginning balance	'	$0.90	'
Weighted average exercise price, Granted	'	$0.19	$0.90
Weighted average exercise price, Forfeited	'	$0.90	'
Weighted average exercise price, Outstanding, Ending balance	'	$0.19	'

Stock_Options_Schedule_of_Addi

Stock Options - Schedule of Additional Information Regarding Stock Options Outstanding (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Range of exercise prices	$0.19
Outstanding, Number of shares	5,300,000
Outstanding, Weighted average remaining contractual life (years)	'8 months 12 days
Outstanding, Weighted average exercise price	$0.19

Stock_Options_Schedule_of_Fair

Stock Options - Schedule of Fair value of Stock Options (Details)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'	'
Risk-free Interest rate	0.11%	'
Expected life (in years)	'1 year 3 months 18 days	'
Expected volatility	162.00%	'

Commitments_Details_Narrative

Commitments (Details Narrative) (USD $)

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

0 Months Ended

Jul. 29, 2014

Dec. 31, 2013

Nov. 19, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 10, 2014

22-May-14

Sep. 30, 2014

Feb. 11, 2014

Nov. 19, 2013

Nov. 19, 2013

Nov. 19, 2013

Nov. 19, 2013

Nov. 19, 2013

Nov. 01, 2011

Nov. 01, 2011

Restricted Stock [Member]

Consultant [Member]

Consultant [Member]

Cdn$ [Member]

Finder Investor One [Member]

Finder Investor Two [Member]

Finder Investor Two [Member]

Finder Investor Two [Member]

Finder Investor Three [Member]

President [Member]

Vice President [Member]

Minimum [Member]

Maximum [Member]

Obligations for payment for rent

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$12,500

$12,500

Consulting services agreement period

'6 months

'

'1 year

'

'

'

'

'9 months

'

'

'

'

'

'

'

'

'

'

Consulting service amount

'

'

45,000

15,271

12,649

71,622

84,035

'

'

'

'

'

'

'

'

'

'

'

Issuance of common stock for agreement

'

'

225,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Percentage of consulting fee by common stock based on workload

'

'

40.00%

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Fair value of stock issued

'

'

49,500

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Percentage of equity investment fund pay to finder investor

'

'

'

'

'

'

'

'

'

'

'

10.00%

7.50%

'

'

5.00%

'

'

Proceeds from finder investor

'

'

'

'

'

'

'

'

'

'

'

1,000,000

'

1,000,001

2,000,000

2,000,000

'

'

Percentage of debt investment fund pay to finder investor

'

'

'

'

'

'

'

'

'

'

'

5.00%

3.75%

'

'

2.50%

'

'

Proceeds from debt investments

'

'

'

'

'

46,627

'

'

'

'

'

1,000,000

'

1,000,001

2,000,000

2,000,000

'

'

Operating costs, annual basic rent payment

'

'

'

'

'

'

'

'

'

'

16,248

'

'

'

'

'

'

'

Lease, rent and operating costs, final payment date

'

'

'

'

'

'

'

'

'

'

11-Feb-17

'

'

'

'

'

'

'

Restricted stock issued

'

'

'

'

'

5,000,000

'

'

250,000

'

'

'

'

'

'

'

'

'

Gross sales revenue

'

'

'

'

'

20,000,000

'

'

'

'

'

'

'

'

'

'

'

'

Equity ownership percentage

'

'

'

55.00%

'

55.00%

'

'

'

45.00%

'

'

'

'

'

'

'

'

Contributed capital

'

'

'

'

'

250,000

'

'

'

'

'

'

'

'

'

'

'

'

Consulting payment fee

8,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Common stock shares issued for consulting agreement

100,000

100,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Common stock shares issued value for consulting agreement

$7,000

$18,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Shares issued during period for services

'

'

'

'

'

'

'

1,000,000

'

'

'

'

'

'

'

'

'

'

Percentage of consulting services deemed upon receipt

'

'

'

'

'

'

'

25.00%

'

'

'

'

'

'

'

'

'

'

Commitments_Schedule_of_Minimu

Commitments - Schedule of Minimum Lease Payments Over Remaining Term of Lease (Details) (Cdn$ [Member], CAD)	Sep. 30, 2014
Cdn$ [Member]	'
2014	4,062
2015	16,248
2016	16,248
2017	2,031
Total	38,589