Document_and_Entity_Informatio
| Document and Entity Information (USD $) | 12 Months Ended | ||
| Dec. 31, 2013 | Jan. 13, 2014 | Jun. 30, 2013 | |
| Document And Entity Information | ' | ' | ' |
| Entity Registrant Name | 'Co-Signer, Inc. | ' | ' |
| Entity Central Index Key | '0001487659 | ' | ' |
| Document Type | '10-K | ' | ' |
| Document Period End Date | 31-Dec-13 | ' | ' |
| Amendment Flag | 'true | ' | ' |
| Current Fiscal Year End Date | '--12-31 | ' | ' |
| Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
| Is Entity a Voluntary Filer? | 'No | ' | ' |
| Is Entity's Reporting Status Current? | 'Yes | ' | ' |
| Entity Filer Category | 'Smaller Reporting Company | ' | ' |
| Entity Public Float | ' | ' | $11,271,349 |
| Entity Common Stock, Shares Outstanding | ' | 121,340,949 | ' |
| Document Fiscal Period Focus | 'FY | ' | ' |
| Document Fiscal Year Focus | '2013 | ' | ' |
| Amendment Description | ' | ' | ' |
| This Amendment No. 1 to the Annual Report on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Co-Signer, Inc. (the “Company”) for the year ended December 31, 2013 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on April 15, 2014. The Amendment is being filed to submit Exhibit 101 in its entirety. The Amendment revises the detail tagging included in Note 4, Note 6 and Note 13 on Exhibit 101 (XBRL interactive data). | |||
| Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing. |
CONSOLIDATED_BALANCE_SHEETS
| CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
| Current Assets: | ' | ' |
| Cash | $1,792 | $1,016 |
| Note receivable, related party | 483 | ' |
| Loan recievable | ' | 21,000 |
| Other receivable | 322 | 597 |
| Prepaid expenses | 23,647 | ' |
| Total Current Assets | 26,244 | 22,613 |
| Deposits | 2,150 | ' |
| Property and equipment, net | 25,411 | 4,959 |
| Intangible assets, net | 17,746 | 29,199 |
| Total Assets | 71,551 | 56,771 |
| Current Liabilities: | ' | ' |
| Accounts payable | 279,040 | 69,708 |
| Accrued liabilities | 24,030 | 190 |
| Accrued interest | 24,954 | ' |
| Derivative liability | 121,588 | ' |
| Notes payable, related party | 16,360 | ' |
| Notes payable | 44,300 | ' |
| Convertible notes payable, net of discounts of $60,234 and $0, respectively | 941,515 | 47,000 |
| Total Current Liabilities | 1,451,787 | 116,898 |
| Long-term Liabilities: | ' | ' |
| Notes payable | 51,440 | ' |
| Convertible notes payable, related party net of discount of $37,682 and $19,850, respectively | 40,078 | ' |
| Convertible notes payable, related party net of discount of $16,856 and $0, respectively | 39,144 | ' |
| Total Liabilities | 1,582,449 | 116,898 |
| STOCKHOLDERS DEFICIT: | ' | ' |
| Preferred stock, $0.001 par value, 8,500,000 shares authorized, no shares issued and outstanding | ' | ' |
| Series A preferred stock; $0.001 par value, 1,500,000 shares authorized, 1,173,041 and 0 shares issued and outstanding, respectively | 1,173 | ' |
| Common stock; $0.001 par value, 440,000,000 shares authorized, 113,740,949 and 32,720,000 issued and outstanding, respectively | 113,741 | 32,720 |
| Additional paid-in capital | 919,607 | 683,688 |
| Deferred stock compensation | -186,749 | ' |
| Accumulated deficit | -2,358,670 | -776,535 |
| Total Stockholders Deficit | -1,510,898 | -60,127 |
| TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $71,551 | $56,771 |
CONSOLIDATED_BALANCE_SHEETS_Pa
| CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
| Statement of Financial Position [Abstract] | ' | ' |
| Preferred Stock, Par Value | $0.00 | $0.00 |
| Preferred Stock, Shares Authorized | 8,500,000 | 8,500,000 |
| Preferred Stock, Issued and outstanding | 0 | 0 |
| Series A Preferred Stock, Par Value | $0.00 | $0.00 |
| Series A Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 |
| Series A Preferred Stock, Issued and outstanding | 1,173,041 | 0 |
| Common Stock, Par Value | $0.00 | $0.00 |
| Common Stock, Shares Authorized | 440,000,000 | 440,000,000 |
| Common Stock, Issued and outstanding | 113,740,949 | 32,720,000 |
| Convertible notes payable, current, discounts | $60,234 | $0 |
| Convertible notes payable, long term, related party, discount | 37,682 | 0 |
| Convertible notes payable, long term, related party discounts | $16,856 | $0 |
CONSOLIDATED_STATEMENTS_OF_OPE
| CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
| Dec. 31, 2013 | Dec. 31, 2012 | |
| Income Statement [Abstract] | ' | ' |
| Revenue | $62,991 | $35,096 |
| Expenses: | ' | ' |
| Professional fees | 191,738 | 56,338 |
| Salaries and wages | 128,568 | 109,677 |
| Advertising and promotion | 149,647 | 70,281 |
| Stock based compensation expense | 421,149 | ' |
| General and administrative | 213,733 | 229,845 |
| Total operating expenses | 1,104,835 | 466,141 |
| Loss from operations | -1,041,844 | -431,045 |
| Other income (expense): | ' | ' |
| Interest expense | -110,247 | ' |
| Amortization of debt discount | -201,643 | ' |
| Change in fair value of derivative liability | -44,769 | ' |
| Derivative expense | -91,357 | ' |
| Impairment of note and interest recievable | ' | -177,907 |
| Loss on extinguishment of debt | -235,937 | ' |
| Total other expense | -594,415 | -177,907 |
| Loss before Provision for Income Taxes | -1,636,259 | -608,952 |
| Provision for Income Taxes | ' | ' |
| Net Loss | ($1,636,259) | ($608,952) |
| Net Loss per share Basic | ($0.03) | ($0.02) |
| Weighted average shares outstanding basic and diluted | 62,282,697 | 28,453,060 |
SHAREHOLDERS_EQUITY
| SHAREHOLDERS EQUITY (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Deferred Stock Compensation | Subscription Receivable | Accumulated Deficit | Total |
| Beginning balance, amount at Dec. 31, 2011 | ' | $13,115 | $254,185 | ' | ($119,300) | ($167,583) | ($19,583) |
| Beginning balance, shares at Dec. 31, 2011 | ' | 13,115,000 | ' | ' | ' | ' | ' |
| Common stock issued for cash, shares | ' | 2,170,521,705 | ' | ' | ' | ' | ' |
| Common stock issued for cash, amount | ' | 21,705 | 412,395 | ' | ' | ' | 434,100 |
| Collection of subscription receivable | ' | ' | ' | ' | 119,300 | ' | 119,300 |
| Repurchase and cancellation of common stock, shares | ' | -1,100,000 | ' | ' | ' | ' | ' |
| Repurchase and cancellation of common stock, amount | ' | -1,100 | -20,900 | ' | ' | ' | -2,200 |
| Return and cancellation of common stock, shares | ' | -1,000,000 | ' | ' | ' | ' | ' |
| Return and cancellation of common stock, amount | ' | -1,000 | 1,000 | ' | ' | ' | ' |
| Contributed capital | ' | ' | 10,000 | ' | ' | ' | -10,000 |
| Forgiveness of accrued salary | ' | ' | 27,008 | ' | ' | ' | 27,008 |
| Common stock issued for services, amount | ' | ' | ' | ' | ' | ' | ' |
| Net loss | ' | ' | ' | ' | ' | -608,952 | -608,952 |
| Ending balance, amount at Dec. 31, 2012 | ' | 32,720 | 683,688 | ' | ' | -776,535 | -60,127 |
| Ending balance, shares at Dec. 31, 2012 | ' | 32,720,000 | ' | ' | ' | ' | ' |
| Collection of subscription receivable | ' | ' | ' | ' | ' | ' | ' |
| Contributed capital | ' | 8,000 | ' | ' | ' | 8,000 | -8,000 |
| Forgiveness of accrued salary | ' | ' | ' | ' | ' | ' | ' |
| Recapitalization/merger, shares | ' | 111,111,120 | ' | ' | ' | ' | ' |
| Recepitalization/merger, amount | ' | 111,111 | -596,614 | ' | ' | 54,124 | -431,379 |
| Share cancellation, shares | ' | -30,555,560 | ' | ' | ' | ' | ' |
| Share cancellation, amount | ' | -30,556 | 30,556 | ' | ' | ' | ' |
| Debt discount | ' | ' | 72,388 | ' | ' | ' | 72,388 |
| Conversion of common stock to preferred stock, notes payable and warrant, shares | 1,173,041 | -12,720,000 | ' | ' | ' | ' | ' |
| Conversion of common stock to preferred stock, notes payable and warrants, amount | 1,173 | -12,720 | -39,893 | ' | ' | ' | -51,440 |
| Common stock issued for services, shares | ' | 9,168,722 | ' | ' | ' | ' | ' |
| Common stock issued for services, amount | ' | 9,169 | 659,615 | -186,749 | ' | ' | 482,035 |
| Common stock issued for conversion of debt, shares | ' | 750,000 | ' | ' | ' | ' | ' |
| Common stock issued for conversion of debt, amount | ' | 750 | 29,100 | ' | ' | ' | 95,850 |
| Common stock issued for cash and warrants, shares | ' | 3,266,667 | ' | ' | ' | ' | ' |
| Common stock issued for cash and warrants, amount | ' | 3,267 | 58,733 | ' | ' | ' | 62,000 |
| Issuances of warrants | ' | ' | 14,034 | ' | ' | ' | 14,034 |
| Net loss | ' | ' | ' | ' | ' | -1,636,259 | -1,636,259 |
| Ending balance, amount at Dec. 31, 2013 | $1,173 | $113,741 | $919,607 | ($186,749) | ' | ($2,358,670) | ($1,510,898) |
| Ending balance, shares at Dec. 31, 2013 | 1,173,041 | 113,740,949 | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
| CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
| Dec. 31, 2013 | Dec. 31, 2012 | |
| Cash flows from operating activities: | ' | ' |
| Net loss for the period | ($1,636,259) | ($608,952) |
| Adjustments to reconcile net loss to net cash used in operations: | ' | ' |
| Depreciation and amortization | 13,601 | 8,098 |
| Impairment of note and interest recievable | ' | 177,907 |
| Stock based compensation | 482,035 | ' |
| Derivative expense | 91,357 | ' |
| Loss on extignuishment of debt | 235,937 | ' |
| Change in fair value of derivative liability | -44,769 | ' |
| Amortization of debt discount | 201,643 | ' |
| Change in assets and liabilities: | ' | ' |
| (Increase) in other assets | -483 | 429 |
| Increase (decrease) in accounts payable and accrued expenses | ' | -7,281 |
| (Increase) other receivables | 275 | -597 |
| Increase in accounts payable and accruals | 567,297 | 12,768 |
| Net cash used in operating activities | -89,366 | -417,628 |
| Cash flows from investing activities | ' | ' |
| Purchase of property and equipment | -12,998 | -1,946 |
| Purchase of intangible assets | ' | -34,310 |
| Issuance of note receivable, related party | ' | -126,019 |
| Repayments of note receivable, related party | -6,060 | 2,800 |
| Net cash used in investing activities | -19,058 | -159,475 |
| Cash flows from financing activities: | ' | ' |
| Proceeds from notes payable, net | 39,200 | 22,000 |
| Contributed capital, related party | 8,000 | 10,000 |
| Proceeds from the sale of common stock | 62,000 | 434,100 |
| Collection of subscription receivable | ' | 119,300 |
| Repurchase of common stock | ' | -22,000 |
| Net cash provided by financing activities | 109,200 | 563,400 |
| Net increase (decrease) in cash | 776 | -13,703 |
| Cash at beginning of period | 1,016 | 14,719 |
| Cash at end of period | 1,792 | 1,016 |
| Supplemental Cash Flow Information: | ' | ' |
| Cash paid for interest | ' | ' |
| Cash paid for income taxes | ' | ' |
| Supplemental Non-Cash Investing and Financing Information: | ' | ' |
| Convertible note issued to extinguish a note payable totaling $491,945, account payable of $223,530 and accrued expenses of $183,999 | 812,249 | ' |
| Forgiveness of related party accrued liabilities | ' | 27,008 |
| Notes payable, preferred stock and common stock warrants issued for cancellation of common stock in connection with the merger | 56,588 | ' |
| Common stock issued for conversion of debt | 29,850 | ' |
| Issuance of common stock warrants in connection with debt | 14,034 | ' |
| Beneficial conversion feature recorded in connection with convertible debt | $72,388 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS1
| CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended |
| Dec. 31, 2013 | |
| Statement of Cash Flows [Abstract] | ' |
| Convertible note, total | $491,945 |
| Convertible note, account payable | 223,530 |
| Convertible note, accrued expenses | $183,999 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
| Dec. 31, 2013 | |
| Accounting Policies [Abstract] | ' |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
| Nature of Business | |
| Co-Signer, Inc. (“Co-Signer” or the “Company”) was incorporated in Nevada on February 23, 2010 as Southern Products, Inc. and was doing business as SIGMAC USA. On August 12, 2013, the Company acquired all of the issued and outstanding common stock of Co-Signer.com, Inc., a private Nevada corporation (“Co-Signer.com”). As a result of the acquisition, we divested our former consumer electronics business and began to focus on the business of Co-Signer.com, Inc. as our primary line of business. | |
| On August 12, 2013, the Company completed its merger with Co-Signer.com and its wholly-owned subsidiary, Co-Signer Acquisition Corp. Under the Merger Agreement the Company merged with and into Co-Signer Acquisition Corp. In connection with the closing of this transaction, Co-Signer, Inc., acquired all of the issued and outstanding shares of the Company, which resulted in the Company becoming a wholly-owned subsidiary of Co-Signer, Inc. In exchange for all of the issued and outstanding shares of the Company’s stock, the shareholders received a total of 1,173,041 shares of the newly-designated Series A Convertible Preferred Stock, $51,440 in newly-issued 8% Secured Notes, warrants to purchase a total of 51,440 shares of common stock an exercise price of $0.25 per share, and 23,000,000 newly-issued shares of common stock. | |
| The closing of the transaction has been characterized as a reverse capitalization; therefore, the historical financial statements are the financial statements of Co-Signer.com, Inc. which have been presented to retroactively reflect the historic capitalization of the accounting acquiree. | |
| Basis of Presentation | |
| The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The Company has adopted a December 31 year end. | |
| Reclassification | |
| Certain reclassifications have been made to conform the prior year information to the 2013 classifications for comparative purposes | |
| Principles of consolidation | |
| The consolidated financial statements include the accounts of Co-Signer, Inc. and Co-Signer.com, Inc. All significant intercompany balances and transactions have been eliminated. Co-Signer, Inc. and Co-Signer.com, Inc., will be collectively referred herein to as the “Company”. | |
| Cash and Cash Equivalents | |
| The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2013 and 2012. | |
| Basic Loss per Share | |
| Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. | |
| Concentrations of Credit Risk | |
| The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
| Property and Equipment | |
| Property and equipment are stated at cost. Depreciation and amortization are provided utilizing the straight-line method over the related asset’s estimated useful life of three years. | |
| Maintenance and repairs are charged to expense as incurred; renewals and improvements that extend the useful life of the assets are capitalized. Upon retirement or disposal, the asset cost and the related accumulated depreciation and amortization are eliminated from the respective accounts and a resulting gain or loss, if any, is included in the results of operations. | |
| Fair Value of Financial Instruments | |
| For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, accounts payable, and other accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | |
| Intangible Assets | |
| The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, on a straight-line basis, over their useful lives of three years. | |
| Stock-Based Compensation | |
| We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services. | |
| The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. | |
| The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services ,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. | |
| Advertising and marketing costs | |
| The Company expenses all costs of advertising as incurred. During the year ended December 31, 2013 and 2012, there was $149,647 of and $70,281 in advertising and marketing costs. | |
| Income Taxes | |
| Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at December 31, 2013 and 2012. | |
| The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of at December 31, 2013 and 2012, there have been no interest or penalties incurred on income taxes. | |
| Revenue Recognition | |
| Revenue from services and related costs of are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the completion of the application process. | |
| Recent Accounting Pronouncements | |
| The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. | |
PROPERTY_AND_EQUIPMENT
| PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
| Dec. 31, 2013 | |||||||||
| Property, Plant and Equipment [Abstract] | ' | ||||||||
| PROPERTY AND EQUIPMENT | ' | ||||||||
| Property and equipment consisted of the following as of December 31: | |||||||||
| 2013 | 2012 | ||||||||
| Computer equipment | $ | 6,446 | $ | 6,446 | |||||
| Property & equipment | 22,600 | — | |||||||
| Less: accumulated depreciation | (3,635 | ) | (1,487 | ) | |||||
| Property and equipment, net | $ | 25,411 | $ | 4,959 | |||||
| Depreciation expense for the years ended December 31, 2013 and 2012 was $2,148 and $1,487, respectively. | |||||||||
INTANGIBLE_ASSETS
| INTANGIBLE ASSETS | 12 Months Ended | ||||||||
| Dec. 31, 2013 | |||||||||
| Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
| INTANGIBLE ASSETS | ' | ||||||||
| Intangible assets consisted of the following as of December 31: | |||||||||
| 2013 | 2012 | ||||||||
| Website design | $ | 34,310 | $ | 34,310 | |||||
| Domain name | 1,500 | 1,500 | |||||||
| Less: accumulated amortization | (18,064 | ) | (6,611 | ) | |||||
| Intangible assets, net | $ | 17,746 | $ | 29,199 | |||||
| Amortization expense for the years ended December 31, 2013 and 2012 was $11,453 and $5,716, respectively. | |||||||||
NOTES_PAYABLE
| NOTES PAYABLE | 12 Months Ended | ||||||
| Dec. 31, 2013 | |||||||
| Debt Disclosure [Abstract] | ' | ||||||
| NOTES PAYABLE | ' | ||||||
| Year Ended December 31, | |||||||
| 2014 | $ | 1,002,173 | |||||
| 2015 | 73,198 | ||||||
| 2016 | 6,026 | ||||||
| 2017 | — | ||||||
| 2018 | 51,440 | ||||||
| Total Future Maturities | $ | 1,132,837 | |||||
RELATED_PARTY_TRANSACTIONS
| RELATED PARTY TRANSACTIONS | 12 Months Ended |
| Dec. 31, 2013 | |
| Related Party Transactions [Abstract] | ' |
| RELATED PARTY TRANSACTION | ' |
| Notes Payable | |
| On May 23, 2013, the Company executed a promissory note for $10,000 with a related party. The note bears interest at 12% and was due August 21, 2013. As of December 31, 2013, an additional $8,500 was loaned and $2,200 of fees were added to the loan. $10,900 has been repaid on the note and there is $706 of accrued interest. The fees added to the note were for a forbearance agreement that extended the repayment terms to January 15, 2014. | |
| On February 1, 2013, the Company executed a convertible promissory note for $65,000 with a related party. The note bears interest at a rate of 5% per annum, is unsecured and matures in two years. The loan is convertible at any time into shares of common stock at $0.0065 per share. The Company recorded a discount in the amount of $65,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the interest method of accretion over the term of the note. As a result of the conversion feature the Company has recorded a debt discount of $65,000, $27,318 of which has been amortized to interest expense. As of December 31, 2013, there is $3,548 of accrued interest on this note and an additional $12,760 has been loaned to the Company with an 5% interest rate and no other specific terms. | |
| As of December 31, 2013, the Company owed a related party $16,360 for cash advances to assist in covering operating expenses. The loan is unsecured, due on demand, and has no stated interest rate. | |
FAIR_VALUE_MEASUREMENT
| FAIR VALUE MEASUREMENT | 12 Months Ended | ||||||||||||||||
| Dec. 31, 2013 | |||||||||||||||||
| Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
| FAIR VALUE MEASUREMENT | ' | ||||||||||||||||
| ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | |||||||||||||||||
| · | 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; | ||||||||||||||||
| · | 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 presents the gross value of assets and liabilities that were measured and recognized at fair value, as of December 31, 2013. | |||||||||||||||||
| Level I | Level II | Level III | Fair Value | ||||||||||||||
| Convertible notes payable | — | $ | 1,020,737 | — | $ | 1,020,737 | |||||||||||
| Derivative liability | — | 121,588 | — | 121,588 | |||||||||||||
| — | $ | 1,142,325 | — | $ | 1,142,325 | ||||||||||||
STOCKHOLDERS_DEFICIT
| STOCKHOLDERS DEFICIT | 12 Months Ended |
| Dec. 31, 2013 | |
| Equity [Abstract] | ' |
| STOCKHOLDERS EQUITY | ' |
| The Company is authorized to issue up to 10,000,000 shares of $0.001 par value preferred stock, of which 1,500,000 shares have been designated as Series “A” convertible preferred. In addition the Company is authorized to issue up to 440,000,000 shares of $0.001 par value common stock. | |
| On August 12, 2013, the Company issued 23,000,000 shares of common stock and 1,173,041 shares of preferred stock pursuant to its merger agreement with Co-Signer,com, Inc. Pursuant to the merger agreement, upon closing, 30,555,560 shares of common stock held by a former officer and director, were canceled. | |
| On May 15, 2013, the Company issued 446,500 shares of common stock for services. The shares were issued at $0.07 based on the market value of the common stock on the date of authorization for total non cash expense of $31,256. | |
| On September 16, 2013, the Company issued 2,000,000 shares of common stock for services. The shares were issued at $0.085 based on the market value of the common stock on the date of authorization for total non cash expense of $170,000. | |
| On November 1, 2013, the Company issued 2,222,222 shares of common stock for services. The shares were issued at $0.08 based on the market value of the common stock on the date of authorization for total non cash expense of $177,778, $148,148 of which has been booked to deferred stock compensation expense. | |
| On November 7, 2013, the Company issued 3,000,000 shares of common stock for services. The shares were issued at $0.075 based on the market value of the common stock on the date of authorization for total non cash expense of $225,000. | |
| On December 1, 2013, the Company issued 500,000 shares of common stock for services. The shares were issued at $0.03 based on the market value of the common stock on the date of authorization for total non cash expense of $15,050. | |
| On December 9, 2013, the Company issued 1,000,000 shares of common stock to a Director for services. The shares were issued at $0.0398 based on the market value of the common stock on the date of authorization for total non cash expense of $39,800, $38,601 of which has been booked to deferred stock compensation expense. | |
| On December 10, 2013, a note for $5,000 dated June 10, 2013, plus $190 of accrued interest was converted into 750,000 shares of common stock. The shares were converted at the market price on the date of conversion of $0.0398, which resulted in a loss on conversion of $24,660. | |
| During the year ended December 31, 2013, the Company issued 3,266,667 shares of common stock for total cash proceeds of $62,000. |
WARRANTS
| WARRANTS | 12 Months Ended | ||||||||||||||||||||||
| Dec. 31, 2013 | |||||||||||||||||||||||
| Notes to Financial Statements | ' | ||||||||||||||||||||||
| WARRANTS | ' | ||||||||||||||||||||||
| Pursuant to the terms and conditions of the merger agreement dated August 12, 2013, the Company issued 51,440 warrants. The aggregate fair value of the warrants totaled $3,975 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.25, 1.39% risk free rate, 207% volatility and expected life of the warrants of 5 years. | |||||||||||||||||||||||
| Pursuant to the terms and conditions of the convertible note dated November 2, 2013, the Company issued 400,000 warrants. The aggregate fair value of the warrants totaled $14,034 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.13, .61% risk free rate, 169% volatility and expected life of the warrants of 3 years. | |||||||||||||||||||||||
| Pursuant to the terms and conditions of the common stock purchase agreement dated November 2, 2013, the Company issued 266,667 warrants. The aggregate fair value of the warrants totaled $17,580 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.13 .61% risk free rate, 169% volatility and expected life of the warrants of 3 years. | |||||||||||||||||||||||
| A summary of the status of the Company’s outstanding stock warrants as of December 31, 2013 and changes during the periods is presented below: | |||||||||||||||||||||||
| Warrant | Weighted Average Price | ||||||||||||||||||||||
| Outstanding, December 31, 2012 | — | $ | — | ||||||||||||||||||||
| Issued | 718,107 | 0.21 | |||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Expired | — | — | |||||||||||||||||||||
| Outstanding, December 31, 2013 | 718,107 | $ | 0.21 | ||||||||||||||||||||
| Exercisable, December 31, 2013 | 51,440 | $ | 0.21 | ||||||||||||||||||||
| Outstanding | Exercisable | ||||||||||||||||||||||
| Range of Exercise Prices | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
| Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||||
| at | Remaining | Exercise | at | Exercise | |||||||||||||||||||
| 12/31/13 | Contractual | Price | 12/31/13 | Price | |||||||||||||||||||
| Life | |||||||||||||||||||||||
| $ | 0.125 - 0.25 | 718,107 | 3.1 Years | $ | 0.13 | 718,107 | $ | 0.13 | |||||||||||||||
INCOME_TAXES
| INCOME TAXES | 12 Months Ended | ||||||||
| Dec. 31, 2013 | |||||||||
| Income Tax Disclosure [Abstract] | ' | ||||||||
| INCOME TAXES | ' | ||||||||
| For the year ended December 31, 2013, the Company has incurred a net loss of $1,636,259 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $2,531,000 at December 31, 2013, and will expire beginning in the year 2032. | |||||||||
| The provision for Federal income tax consists of the following for the years ended December 31, 2013 and 2012: | |||||||||
| 2013 | 2012 | ||||||||
| Federal income tax benefit attributable to: | |||||||||
| Current operations | $ | 556,328 | $ | 207,043 | |||||
| Less: valuation allowance | (556,328 | ) | (207,043 | ) | |||||
| Net provision for Federal income taxes | $ | — | $ | — | |||||
| The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2013 and 2012: | |||||||||
| 2013 | 2012 | ||||||||
| Deferred tax asset attributable to: | |||||||||
| Net operating loss carryover | $ | 820,350 | $ | 264,022 | |||||
| Valuation allowance | (820,350 | ) | (264,022 | ) | |||||
| Net deferred tax asset | $ | — | $ | — | |||||
| Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $1,412,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. | |||||||||
| ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. | |||||||||
| The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2013, the Company had no accrued interest or penalties related to uncertain tax positions. | |||||||||
| The Company files income tax returns in the U.S. federal jurisdiction and in the state of Nevada. | |||||||||
COMMITMENTS
| COMMITMENTS | 12 Months Ended |
| Dec. 31, 2013 | |
| Commitments and Contingencies Disclosure [Abstract] | ' |
| COMMITMENTS | ' |
| We rent approximately 4,100 square feet of office space in Las Vegas, Nevada on a month-to-month basis. We currently pay rent that escalates quarterly and culminates in a monthly rate of $2,500. Rent expense for the year ended December 31, 2013 was $19,270. |
GOING_CONCERN
| GOING CONCERN | 12 Months Ended |
| Dec. 31, 2013 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
| GOING CONCERN | ' |
| As of December 31, 2013, the Company has a working capital deficit of $1,425,543, limited revenue and an accumulated deficit of $2,358,670. The financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The Company’s management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, upon achieving profitable operations through its business activities. |
SUBSEQUENT_EVENTS
| SUBSEQUENT EVENTS | 12 Months Ended |
| Dec. 31, 2013 | |
| Subsequent Events [Abstract] | ' |
| SUBSEQUENT EVENTS | ' |
| In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2013 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described below. | |
| On January 3, 2014, the Company’s Board of Directors approved through a Unanimous Consent Resolution a short term bridge loan from Darren Magot, a Board Member, for $15,000. | |
| On January 6, 2014, Co-Signer.com entered an exclusive contract to provide tenant screening and background information services with Contemporary Information Corporation (CIC). CIC is the nation’s leading tenant screening provider and supersedes the National Tenant Networks (NTN) as the exclusive service provider. On February 27, 2014, impressed with the Company’s service products and commitment to service prospective tenant clients and landlords, both companies entered mutual agreements to marketing tenant and employment screening services provided by CIC and residential rent assurance provided by Co-Signer.com. | |
| On January 9, 2014, the Company’s Board of Directors approved issuance of an 8% Convertible Promissory Note for additional funding from Asher Enterprises for $32,500 in principal for the same terms as in November 2013 for $42,500. This funding was received by the Company immediately upon the filing of its 10Q report for the period ending November 30, 2013. | |
| On January 11, 2014, the Company’s Board of Directors met and approved changing the fiscal year end date of the Company to a calendar year end date of December 31. | |
| On January 11, 2014, the Company’s Board of Directors met and granted 175,000 shares of common stock, vested immediately, each to Anne Bove and Rebecca Eli, granted 500,000 shares of common stock, vested immediately, to Joseph Spaziano and 3,000,000 shares of common stock, vested immediately, to James P. Hodgins, President of Co-Signer.com, Inc. as additional compensation for services previously rendered. | |
| On January 11, 2014, the Company’s Board of Directors met and authorized the establishment of an Employee Stock Option Plan for all employees of the Company and its subsidiaries. The Company’s CEO is to present for approval a detail plan (ESOP COSR 2014) at the next meeting of the Company’s Board of Directors in February 2014. | |
| On January 11, 2014, the Company’s Board of Directors met and authorized an employment agreement for Darren Magot, its immediate past CEO, President, Treasurer, Chairman of the Board of Directors and current Director. The agreement grants Mr. Magot 250,000 shares of common stock, vested immediately, with options for 1,000,000 shares of common stock at $.08 per share for 10 years with varying monthly paid compensation from August 13 through December 15 as CEO and President ($1,500/mo.) and as Chairman and Treasurer ($500/mo.), and as a member of the Board of Directors ($500/mo). | |
| On January 11, 2014, the Company’s Board of Directors met and approved the business consulting agreement with an interested party (Charles J. Kalina, III) granting 2,000,000 warrants, vested immediately, for shares of common stock, convertible at $.05 per share for 5 years, for services to be rendered starting January 2, 2014 over the next 12 months. | |
| On January 11, 2014, the Company’s Board of Directors met and approved the business consulting agreement with an interested party (Steven J. Smith) granting 2,500,000 shares of common stock, vested immediately, and 2,000,000 warrants, vested immediately, of which 1,000,000 warrants are convertible at $.075 per share for 5 years and 1,000,000 warrants are convertible at $.10 per share for 7 years, for shares of common stock, for services to be rendered starting January 2, 2014 over the next 12 months. | |
| On January 11, 2014, the Company’s Board of Directors met and approved the business consulting agreement with an interested party (Michael A. Chernine) granting 1,000,000 shares of common stock, vested immediately, for services to be rendered starting January 2, 2014 over the next 12 months. | |
| On January 27, 2014, the Company’s Board of Directors approved through a Unanimous Consent Resolution issuance of an 8% Convertible Promissory Note with Darren Magot, a Board Member, for $37,500. This Note consolidates the short term bridge loan on January 3, 2014 along with two more installments received as of this date of $22,500. The Note is convertible into common shares of the Company stock at $.04 per share and issued 10,000,000 warrants at $.05 per share for 3 years. | |
| On January 27, 2014, the Company’s Board of Directors approved through a Unanimous Consent Resolution a Memorandum of Understanding (MOU) for a joint venture to be named later between the Company, TAS Media Group, Inc. and Darren M. Magot, a Board Member. The MOU directs issuance of up to 200,000 common shares of the Company to Darren M. Magot for services to be rendered. | |
| On February 3, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution the issuance of the certificate to be issued by Empire Stock Transfer transferring from Finiks Capital to Strategic IR the Convertible Promissory Note issued to Finiks Capital for $65,000 in February 2013 and authorizing the conversion of the Note into the common shares of the Company’s stock. | |
| On February 13, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution the issuance of the 10% Convertible Promissory Note with Black Mountain Equities for $250,000.00, convertible into common shares of the Company with the first funding installment $25,000. | |
| On February 13, 2014, the Company’s Board of Directors approved through a Unanimous Consent Resolution the Employment Agreement with Kurt A. Kramarenko that grants 1,000,000 common shares of the Company as a signing bonus, immediately fully vested, and issuing an option for 4,000,000 common shares of the Company stock at $.05 per share, with 500,000 shares vested per quarter, along with paid annual compensation of $72,000 and other incentives. | |
| On February 17, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution the issuance of 250,000 options each to Rebecca Eli and Anne Bove for past employment service at .05 for 3 years and 1,500,000 common shares to Gary R. Gottlieb for successful completion of August 13, 2013 merger and filing of Form 10Q for period ending August 31, 2013 and completion of its associated review. | |
| On February 26, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution the issuance of the 12% Convertible Promissory Note with GCEF Opportunity Fund, LLC for $72,500, with an original interest discount of $7,500. Additional consideration of 5,000,000 common shares of the Company stock will be issued immediately, fully vested. | |
| On February 26, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution the Consulting Agreement for one year with Strategic IR, LLC for compensation of 3,500,000 common shares of the Company stock, fully vested immediately. | |
| On February 26, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution the Consulting Agreement for one year with Joseph W. Abrams for compensation of 3,500,000 common shares of the Company stock, fully vested immediately. | |
| On February 27, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution two marketing agreements for two years with Contemporary Information Corporation (CIC), exclusively, for tenant and employment screening services and other background information products provided by CIC and exclusively, residential rent assurance programs provided by Co-Signer.com. | |
| On March 1, 2014, James P. Hodgins resigns as President, Vice President and Treasurer of Co-Signer.com, Inc. while remaining a member of the Board of Directors for Co-Signer.com, Inc.. Kurt A. Kramarenko is immediately appointed President and Treasurer of Co-Signer.com, Inc. by the Company’s Board of Directors through a Unanimous Consent Resolution. | |
| On March 1, 2014, Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution a consulting agreement for one year with Gary Patterson and issuance of 500,000 common shares of the Company stock, fully vested immediately. | |
| On March 3, 2014, the Company’s Board of Directors approved issuance of an 8% Convertible Promissory Note for additional funding from Asher Enterprises for $32,500 in principal for the same terms as in November 2013 for $42,500. | |
| On March 6, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution the issuance of the 12% Convertible Promissory Note with Hanover Holdings, LLC for $38,000 convertible into common shares of the Company stock. | |
| On March 27, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution an exclusive Service Agreement with HerbCentral.com to provide sales and marketing for their online cannabis service portal business for both commercial and consumer transactions. This is the first venture by the Company to maximize its Call Center with third party revenue generation. | |
| On March 27, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution conversion of John R. Neal Convertible Promissory Note of $10,000 of June 2013 into 1,593,240 shares including earned interest as granted in the Note. | |
| On April 2, 2014, the Company’s Board of Directors approved and authorized through a Unanimous Consent Resolution a Posting Agreement with YouFunding, Inc. to conduct a crowd funding capital raise with a minimum funding target of $250,000 raised to a maximum of $1,250,000. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
| Dec. 31, 2013 | |
| Accounting Policies [Abstract] | ' |
| Nature of Business | ' |
| Co-Signer, Inc. (“Co-Signer” or the “Company”) was incorporated in Nevada on February 23, 2010 as Southern Products, Inc. and was doing business as SIGMAC USA. On August 12, 2013, the Company acquired all of the issued and outstanding common stock of Co-Signer.com, Inc., a private Nevada corporation (“Co-Signer.com”). As a result of the acquisition, we divested our former consumer electronics business and began to focus on the business of Co-Signer.com, Inc. as our primary line of business. | |
| On August 12, 2013, the Company completed its merger with Co-Signer.com and its wholly-owned subsidiary, Co-Signer Acquisition Corp. Under the Merger Agreement the Company merged with and into Co-Signer Acquisition Corp. In connection with the closing of this transaction, Co-Signer, Inc., acquired all of the issued and outstanding shares of the Company, which resulted in the Company becoming a wholly-owned subsidiary of Co-Signer, Inc. In exchange for all of the issued and outstanding shares of the Company’s stock, the shareholders received a total of 1,173,041 shares of the newly-designated Series A Convertible Preferred Stock, $51,440 in newly-issued 8% Secured Notes, warrants to purchase a total of 51,440 shares of common stock an exercise price of $0.25 per share, and 23,000,000 newly-issued shares of common stock. | |
| The closing of the transaction has been characterized as a reverse capitalization; therefore, the historical financial statements are the financial statements of Co-Signer.com, Inc. which have been presented to retroactively reflect the historic capitalization of the accounting acquiree. | |
| Basis of Presentation | ' |
| The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The Company has adopted a December 31 year end. | |
| Reclassification | ' |
| Certain reclassifications have been made to conform the prior year information to the 2013 classifications for comparative purposes | |
| Principles of consolidation | ' |
| The consolidated financial statements include the accounts of Co-Signer, Inc. and Co-Signer.com, Inc. All significant intercompany balances and transactions have been eliminated. Co-Signer, Inc. and Co-Signer.com, Inc., will be collectively referred herein to as the “Company”. | |
| Cash and Cash Equivalents | ' |
| The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2013 and 2012. | |
| Basic Loss per Share | ' |
| Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. | |
| Concentrations of Credit Risk | ' |
| The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
| Property and Equipment | ' |
| Property and equipment are stated at cost. Depreciation and amortization are provided utilizing the straight-line method over the related asset’s estimated useful life of three years. | |
| Maintenance and repairs are charged to expense as incurred; renewals and improvements that extend the useful life of the assets are capitalized. Upon retirement or disposal, the asset cost and the related accumulated depreciation and amortization are eliminated from the respective accounts and a resulting gain or loss, if any, is included in the results of operations. | |
| Fair Value of Financial Instruments | ' |
| For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, accounts payable, and other accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | |
| Intangible Assets | ' |
| The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, on a straight-line basis, over their useful lives of three years. | |
| Stock-Based Compensation | ' |
| We account for equity instruments issued in exchange for the receipt of goods or services from non-employees. Costs are measured at the fair market value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of the date on which there first exists a firm commitment for performance by the provider of goods or services or on the date performance is complete. The Company recognizes the fair value of the equity instruments issued that result in an asset or expense being recorded by the company, in the same period(s) and in the same manner, as if the Company has paid cash for the goods or services. | |
| The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. | |
| The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services ,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. | |
| Advertising and marketing costs | ' |
| The Company expenses all costs of advertising as incurred. During the year ended December 31, 2013 and 2012, there was $149,647 of and $70,281 in advertising and marketing costs. | |
| Income Taxes | ' |
| Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at December 31, 2013 and 2012. | |
| The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of at December 31, 2013 and 2012, there have been no interest or penalties incurred on income taxes. | |
| Revenue Recognition | ' |
| Revenue from services and related costs of are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the completion of the application process. | |
| Recent Accounting Pronouncements | ' |
| The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. | |
PROPERTY_AND_EQUIPMENT_Tables
| PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
| Dec. 31, 2013 | |||||||||
| Property, Plant and Equipment [Abstract] | ' | ||||||||
| Schedule of Property and Equipment | ' | ||||||||
| 2013 | 2012 | ||||||||
| Computer equipment | $ | 6,446 | $ | 6,446 | |||||
| Property & equipment | 22,600 | — | |||||||
| Less: accumulated depreciation | (3,635 | ) | (1,487 | ) | |||||
| Property and equipment, net | $ | 25,411 | $ | 4,959 | |||||
INTANGIBLE_ASSETS_Tables
| INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||
| Dec. 31, 2013 | |||||||||
| Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
| Schedule of Intangible Assets | ' | ||||||||
| 31-Dec-13 | 31-Dec-12 | ||||||||
| Website design | $ | 34,310 | $ | 34,310 | |||||
| Domain name | 1,500 | 1,500 | |||||||
| Less: accumulated amortization | (18,064 | ) | (6,611 | ) | |||||
| Intangible assets, net | $ | 17,746 | $ | 29,199 | |||||
NOTES_PAYABLE_Tables
| NOTES PAYABLE (Tables) | 12 Months Ended | ||||||||||||||||||||
| Dec. 31, 2013 | |||||||||||||||||||||
| Debt Disclosure [Abstract] | ' | ||||||||||||||||||||
| Schedule of Future Maturities | ' | ||||||||||||||||||||
| Year Ended December 31, | |||||||||||||||||||||
| 2014 | $ | 1,002,173 | |||||||||||||||||||
| 2015 | 73,198 | ||||||||||||||||||||
| 2016 | 6,026 | ||||||||||||||||||||
| 2017 | — | ||||||||||||||||||||
| 2018 | 51,440 | ||||||||||||||||||||
| Total Future Maturities | $ | 1,132,837 | |||||||||||||||||||
| Schedule of Derivative Liabilities | ' | ||||||||||||||||||||
| Derivative Liabilities | Initial Valuation | Revaluation on 12/31/2013 | Change in fair value of Derivative | ||||||||||||||||||
| JMJ – October 2, 2013 | $ | 129,184 | $ | 88,314 | $ | 40,870 | |||||||||||||||
| JMJ – December 9, 2013 | 37,173 | 33,274 | 3,899 | ||||||||||||||||||
| $ | 166,357 | $ | 121,588 | $ | 44,769 | ||||||||||||||||
| Schedule of Derivative Liabilities Inputs | ' | ||||||||||||||||||||
| Derivative Liabilities | Stock price | Exercise price | Years to maturity | Volatility | Risk free rate | ||||||||||||||||
| JMJ – October 2, 2013 Initial Valuation | $ | 0.097 | $ | 0.033 | 1 | 176.72 | 0.11 | ||||||||||||||
| Revaluation on December 31, 2013 | $ | 0.029 | $ | 0.126 | 0.75 | 157.76 | 0.13 | ||||||||||||||
| JMJ – December 9, 2013 | $ | 0.0398 | $ | 0.0168 | 1 | 186.91 | 0.13 | ||||||||||||||
| Initial Valuation | |||||||||||||||||||||
| Revaluation on December 31, 2013 | $ | 0.029 | $ | 0.0126 | 0.92 | 157.76 | 0.13 | ||||||||||||||
FAIR_VALUE_MEASUREMENT_Tables
| FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended | ||||||||||||||||
| Dec. 31, 2013 | |||||||||||||||||
| Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
| Fair Value Measurement | ' | ||||||||||||||||
| Level I | Level II | Level III | Fair Value | ||||||||||||||
| Convertible notes payable | — | $ | 1,020,737 | — | $ | 1,020,737 | |||||||||||
| Derivative liability | — | 121,588 | — | 121,588 | |||||||||||||
| — | $ | 1,142,325 | — | $ | 1,142,325 | ||||||||||||
WARRANTS_Tables
| WARRANTS (Tables) | 12 Months Ended | ||||||||||||||||||||||
| Dec. 31, 2013 | |||||||||||||||||||||||
| Notes to Financial Statements | ' | ||||||||||||||||||||||
| Schedule of Warrants | ' | ||||||||||||||||||||||
| Warrant | Weighted Average Price | ||||||||||||||||||||||
| Outstanding, December 31, 2012 | — | $ | — | ||||||||||||||||||||
| Issued | 718,107 | 0.21 | |||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Expired | — | — | |||||||||||||||||||||
| Outstanding, December 31, 2013 | 718,107 | $ | 0.21 | ||||||||||||||||||||
| Exercisable, December 31, 2013 | 51,440 | $ | 0.21 | ||||||||||||||||||||
| Schedule of Key Assumptions of Warrants | ' | ||||||||||||||||||||||
| Outstanding | Exercisable | ||||||||||||||||||||||
| Range of Exercise Prices | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
| Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||||
| at | Remaining | Exercise | at | Exercise | |||||||||||||||||||
| 12/31/13 | Contractual | Price | 12/31/13 | Price | |||||||||||||||||||
| Life | |||||||||||||||||||||||
| $ | 0.125 - 0.25 | 718,107 | 3.1 Years | $ | 0.13 | 718,107 | $ | 0.13 | |||||||||||||||
INCOME_TAXES_Tables
| INCOME TAXES (Tables) | 12 Months Ended | ||||||||
| Dec. 31, 2013 | |||||||||
| Income Tax Disclosure [Abstract] | ' | ||||||||
| Schedule of Income Tax Provision | ' | ||||||||
| 2013 | 2012 | ||||||||
| Federal income tax benefit attributable to: | |||||||||
| Current operations | $ | 556,328 | $ | 207,043 | |||||
| Less: valuation allowance | (556,328 | ) | (207,043 | ) | |||||
| Net provision for Federal income taxes | $ | — | $ | — | |||||
| Schedule of Deferred Tax Assets | ' | ||||||||
| 2013 | 2012 | ||||||||
| Deferred tax asset attributable to: | |||||||||
| Net operating loss carryover | $ | 820,350 | $ | 264,022 | |||||
| Valuation allowance | (820,350 | ) | (264,022 | ) | |||||
| Net deferred tax asset | $ | — | $ | — | |||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | |
| Dec. 31, 2013 | Dec. 31, 2012 | |
| Accounting Policies [Abstract] | ' | ' |
| Date of Incorporation | 23-Feb-10 | ' |
| Current Fiscal Year End | '--12-31 | ' |
| Cash Equivalents | $0 | $0 |
| Business Acquisition, Series A Shares Issued | 1,173,041 | ' |
| Business Acquisition, Secured Notes Issued | 8.00% | ' |
| Business Acquisition, Secured Notes Issued, Value | 51,440 | ' |
| Business Acquisition, Warrants to Purchase exercise price per share | $0.25 | ' |
| Business Acquisition, Common Stock Issued | 23,000,000 | ' |
| Property and Equipment Estimated Useful Life | '3 years | ' |
| Marketing And Advertising Expense | $149,647 | $70,281 |
PROPERTY_AND_EQUIPMENT_Schedul
| PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
| Property, Plant and Equipment [Abstract] | ' | ' |
| Computer Equipment | $6,446 | $6,446 |
| Property and equipment | 22,600 | ' |
| Less: accumulated depreciation | -3,635 | -1,487 |
| Property and equipment, Net | $25,411 | $4,959 |
PROPERTY_AND_EQUIPMENT_Details
| PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 12 Months Ended | |
| Dec. 31, 2013 | Dec. 31, 2012 | |
| Property, Plant and Equipment [Abstract] | ' | ' |
| Depreciation expense | $11,453 | $5,716 |
INTANGIBLE_ASSETS_Schedule_of_
| INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
| Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
| Website design | $34,310 | $34,310 |
| Domain name | 1,500 | 1,500 |
| Intangible assets, accumulated amortization | -18,064 | -6,611 |
| Intangible assets, net | $17,746 | $29,199 |
INTANGIBLE_ASSETS_Details_Narr
| INTANGIBLE ASSETS (Details Narrative) (USD $) | 12 Months Ended | |
| Dec. 31, 2013 | Dec. 31, 2012 | |
| Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
| Amortization expense | $11,453 | $5,716 |
Schedule_of_Future_Maturities_
| Schedule of Future Maturities (Details) (USD $) | Dec. 31, 2013 |
| Debt Disclosure [Abstract] | ' |
| 2014 | $1,002,173 |
| 2015 | 73,198 |
| 2016 | 6,026 |
| 2017 | ' |
| 2018 | 51,440 |
| Total Future Maturities | $1,132,837 |
Schedule_of_Derivative_Liabili
| Schedule of Derivative Liabilities (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended |
| Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
| JMJ Financial #1 | JMJ Financial #2 | JMJ Financial Total | |
| Derivative Liability, Beginning Balance | $129,184 | $37,173 | $166,357 |
| Change in Fair Value of Derivative | 40,870 | 3,899 | 121,588 |
| Derivative Liability, Ending Balance | $88,314 | $33,274 | $44,769 |
| Risk free rate | 0.11% | 0.13% | ' |
| Stock Price | $0.10 | $0.03 | ' |
| Exercise Price | $0.03 | $0.13 | ' |
| Weighted Average Expected term | '1 year | '9 months | ' |
| Weighted Average volatility | 176.72% | 157.76% | ' |
NOTES_PAYABLE_Details_Narrativ
| NOTES PAYABLE (Details Narrative) (USD $) | 12 Months Ended | ||
| Dec. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2013 | |
| Debt Instrument, conversion price per share | ' | ' | $0.04 |
| Interest expense | ($110,247) | ' | ' |
| Amortization of Debt Discount | 201,643 | ' | ' |
| Derivative liability | 121,588 | ' | ' |
| Trade Creditor | ' | ' | ' |
| Debt Instrument Issuance Date | 29-Jun-12 | ' | ' |
| Debt Instrument | 488,489 | ' | ' |
| Principal Balance | 491,465 | ' | ' |
| Interest Rate | 12.00% | ' | ' |
| Default Interest Rate | 18.00% | ' | ' |
| Additional borrowings | 8,006 | ' | ' |
| Debt Instrument, conversion price per share | $0.10 | ' | ' |
| Debt Instrument Date of First Required Payment | 10-Jul-12 | ' | ' |
| Debt Instrument Monthly Payments | 15,000 | ' | ' |
| Amortization of Debt Discount | 69,772 | ' | ' |
| Accrued interest | 15,221 | ' | ' |
| Conversion feature | 488,489 | ' | ' |
| Trade Creditor Amendment | ' | ' | ' |
| Debt Instrument, conversion price per share | $0.08 | ' | ' |
| Debt Instrument Discount | 270,502 | ' | ' |
| Loss of extinguishment on debt | 183,877 | ' | ' |
| Due date | 31-May-14 | ' | ' |
| accounts payable and accrued expenses | 278,962 | ' | ' |
| current balance | 812,249 | ' | ' |
| Asher Enterprises Inc | ' | ' | ' |
| Debt Instrument Issuance Date | 9-Apr-13 | ' | ' |
| Debt Instrument | 42,500 | ' | ' |
| Interest Rate | 8.00% | ' | ' |
| Maturity Date | 15-Jan-14 | ' | ' |
| Debt Instrument Discount | 42,500 | ' | ' |
| Accrued interest | 44,728 | ' | ' |
| Derivative liability | 49,745 | ' | ' |
| Loss of extinguishment on debt | 18,572 | ' | ' |
| Additional debt discount | 6,957 | ' | ' |
| additional loss of extinguishment on debt | 6,957 | ' | ' |
| Convertible Promissory Note 1 | ' | ' | ' |
| Debt Instrument Issuance Date | 3-Jun-13 | ' | ' |
| Debt Instrument | 10,000 | ' | ' |
| Interest Rate | 8.00% | ' | ' |
| Maturity Period | '3 years | ' | ' |
| Debt Instrument, conversion price per share | $0.01 | ' | ' |
| Interest expense | 949 | ' | ' |
| Debt Instrument Discount | 4,925 | ' | ' |
| Accrued interest | 462 | ' | ' |
| Convertible Promissory Note 2 | ' | ' | ' |
| Debt Instrument Issuance Date | 10-Jun-13 | ' | ' |
| Debt Instrument | 5,000 | ' | ' |
| Interest Rate | 8.00% | ' | ' |
| Maturity Period | '2 years | ' | ' |
| Debt Instrument, conversion price per share | $0.01 | ' | ' |
| Debt Instrument Discount | 2,463 | ' | ' |
| Loss on conversion | 24,660 | ' | ' |
| Promissory Note 1 | ' | ' | ' |
| Debt Instrument Issuance Date | 12-Jun-13 | ' | ' |
| Debt Instrument | 10,000 | ' | ' |
| Maturity Date | 12-Aug-13 | ' | ' |
| Debt Instrument Fee | 5,000 | ' | ' |
| Loan From Individual | ' | ' | ' |
| Debt Instrument | 6,500 | ' | ' |
| Interest Rate | 8.00% | ' | ' |
| JMJ Financial | ' | ' | ' |
| Debt Instrument Issuance Date | 23-Sep-13 | ' | ' |
| Debt Instrument | 400,000 | ' | ' |
| Debt Instrument Discount | 40,000 | ' | ' |
| Accrued interest | 1,067 | ' | ' |
| Derivative liability | 88,312 | ' | ' |
| Initial advance | 50,000 | ' | ' |
| Convertible Promissory Note 3 | ' | ' | ' |
| Debt Instrument Issuance Date | 1-Nov-13 | ' | ' |
| Debt Instrument | 30,000 | ' | ' |
| Interest Rate | 9.00% | ' | ' |
| Maturity Period | '2 years | ' | ' |
| Debt Instrument, conversion price per share | $0.08 | ' | ' |
| Interest expense | 444 | ' | ' |
| Amortization of Debt Discount | 1,154 | ' | ' |
| Issuance of warrants | 400,000 | ' | ' |
| Fair value of warrants | 14,034 | ' | ' |
| Convertible Promissory Note 4 | ' | ' | ' |
| Debt Instrument Issuance Date | 1-Nov-13 | ' | ' |
| Debt Instrument | 20,000 | ' | ' |
| Interest Rate | 9.00% | ' | ' |
| Maturity Period | '2 years | ' | ' |
| Accrued interest | 237 | ' | ' |
| Convertible Promissory From Lender | ' | ' | ' |
| Debt Instrument Issuance Date | 4-Nov-13 | ' | ' |
| Debt Instrument | 70,000 | ' | ' |
| Interest Rate | 9.00% | ' | ' |
| Debt Instrument, conversion price per share | $0.08 | ' | ' |
| Debt Instrument Discount | 6,700 | ' | ' |
| Accrued interest | 984 | ' | ' |
| Initial advance | 63,000 | ' | ' |
| Original issued discount | 6,700 | ' | ' |
| Asher Enterprises Inc 1 | ' | ' | ' |
| Debt Instrument Issuance Date | 25-Nov-13 | ' | ' |
| Debt Instrument | 42,500 | ' | ' |
| Interest Rate | 8.00% | ' | ' |
| Accrued interest | 335 | ' | ' |
| Chiles Valley LLC | ' | ' | ' |
| Debt Instrument | $20,000 | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
| RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | ||
| Dec. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2013 | |
| Debt Instrument, conversion price per share | ' | ' | $0.04 |
| Convertible notes payable, current, discounts | $60,234 | $0 | ' |
| Interest expense | -110,247 | ' | ' |
| Notes payable, related party | 16,360 | ' | ' |
| Promissory Note | ' | ' | ' |
| Debt Instrument Issuance Date | 23-May-13 | ' | ' |
| Debt Instrument | 10,000 | ' | ' |
| Interest Rate | 12.00% | ' | ' |
| Maturity Date | 21-Aug-13 | ' | ' |
| Additional borrowings | 8,500 | ' | ' |
| Debt Instrument Fee | 2,200 | ' | ' |
| Accrued interest | 706 | ' | ' |
| Repayment of Note | 10,900 | ' | ' |
| Convertible Promissory Note | ' | ' | ' |
| Debt Instrument Issuance Date | 1-Feb-13 | ' | ' |
| Debt Instrument | 65,000 | ' | ' |
| Interest Rate | 5.00% | ' | ' |
| Maturity Period | '2 years | ' | ' |
| Additional borrowings | 12,760 | ' | ' |
| Debt Instrument, conversion price per share | $0.01 | ' | ' |
| Convertible notes payable, current, discounts | 65,000 | ' | ' |
| Debt Instrument Discount | 65,000 | ' | ' |
| Interest expense | 27,318 | ' | ' |
| Accrued interest | 3,548 | ' | ' |
| Additional loan to company | $12,760 | ' | ' |
| Interest rate on additional loan | 5.00% | ' | ' |
FAIR_VALUE_MEASUREMENTS_FAIR_V
| FAIR VALUE MEASUREMENTS - FAIR VALUE MEASUREMENTS (Details) (USD $) | Feb. 28, 2014 |
| Level 1 | ' |
| Convertible notes payable | ' |
| Derivative Liability | ' |
| Total | ' |
| Level 2 | ' |
| Convertible notes payable | 373,202 |
| Derivative Liability | 113,133 |
| Total | 486,334 |
| Level 3 | ' |
| Convertible notes payable | ' |
| Derivative Liability | ' |
| Total | ' |
| Total | ' |
| Convertible notes payable | 373,202 |
| Derivative Liability | 113,133 |
| Total | $486,334 |
STOCKHOLDERS_DEFICIT_Details_N
| STOCKHOLDERS DEFICIT (Details Narrative) (USD $) | 12 Months Ended | |||||||
| Dec. 31, 2013 | Dec. 10, 2013 | Dec. 09, 2013 | Nov. 07, 2013 | Nov. 01, 2013 | Sep. 16, 2013 | 15-May-13 | Dec. 31, 2012 | |
| Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred Stock, Par Value | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 |
| Preferred Stock, Shares Authorized | 8,500,000 | ' | ' | ' | ' | ' | ' | 8,500,000 |
| Preferred Stock, Issued and outstanding | 0 | ' | ' | ' | ' | ' | ' | 0 |
| Series A Preferred Stock, Par Value | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 |
| Series A Preferred Stock, Shares Authorized | 1,500,000 | ' | ' | ' | ' | ' | ' | 1,500,000 |
| Series A Preferred Stock, Issued and outstanding | 1,173,041 | ' | ' | ' | ' | ' | ' | 0 |
| Common Stock, Par Value | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 |
| Common Stock, Shares Authorized | 440,000,000 | ' | ' | ' | ' | ' | ' | 440,000,000 |
| Common Stock, Issued and outstanding | 113,740,949 | ' | ' | ' | ' | ' | ' | 32,720,000 |
| Business Acquisition, Series A Shares Issued | 1,173,041 | ' | ' | ' | ' | ' | ' | ' |
| Business Acquisition, Common Stock Issued | 23,000,000 | ' | ' | ' | ' | ' | ' | ' |
| Shares cancelled and returned to treasury | 30,555,560 | ' | ' | ' | ' | ' | ' | ' |
| Common Stock Issued for Services, Shares | ' | ' | 1,000,000 | 3,000,000 | 2,222,222 | 2,000,000 | 446,500 | ' |
| Common Stock Issued for Services, Value | ' | ' | $0.04 | $0.08 | $0.08 | $0.09 | $0.07 | ' |
| Common Stock Issued for Services, Cash | ' | ' | $39,800 | $225,000 | $177,778 | $170,000 | $31,256 | ' |
| Common Stock Issued, Shares | 3,266,667 | ' | ' | ' | ' | ' | ' | ' |
| Common Stock Issued, Cash | 62,000 | ' | ' | ' | ' | ' | ' | ' |
| Deferred stock compensation | -186,749 | ' | -38,601 | ' | -148,148 | ' | ' | ' |
| Convertible Debt Instrument, date | ' | 10-Jun-13 | ' | ' | ' | ' | ' | ' |
| Convertible Debt Instrument | ' | 5,000 | ' | ' | ' | ' | ' | ' |
| Convertible Debt Instrument, accrued interest | ' | 190 | ' | ' | ' | ' | ' | ' |
| Convertible Debt Instrument, Conversion price | ' | $0.04 | ' | ' | ' | ' | ' | ' |
| Convertible Debt Instrument, shares | ' | 750,000 | ' | ' | ' | ' | ' | ' |
| Loss on conversion | ' | $24,660 | ' | ' | ' | ' | ' | ' |
WARRANTS_Schedule_of_Warrants_
| WARRANTS - Schedule of Warrants (Details) (USD $) | 12 Months Ended |
| Dec. 31, 2013 | |
| Notes to Financial Statements | ' |
| Beginning Balance, Issued Warrants | ' |
| Beginning Balance, Average Exercise Price | ' |
| Issued, Warrants | 718,107 |
| Issued, Average Exercise Price | $0.21 |
| Exercised, Warrants | ' |
| Exercised, Average Exercise Price | ' |
| Expired/Cancelled Warrants | ' |
| Expired/Cancelled Average Exercise Price | ' |
| Forfeited, Warrants | ' |
| Forfeited, Average Exercise Price | ' |
| Ending Balance, Issued Warrants | 718,107 |
| Ending Balance, Average Exercise Price | $0.21 |
| Exercisable, Warrants | 718,107 |
| Exercisable, Average Exercise Price | $0.21 |
WARRANTS_Schedule_of_Key_Assum
| WARRANTS - Schedule of Key Assumptions of Warrants (Details) (USD $) | 12 Months Ended | |
| Dec. 31, 2013 | Dec. 31, 2012 | |
| Notes to Financial Statements | ' | ' |
| Range of Exercise Prices, Low | $0.13 | ' |
| Range of Exercise Prices, High | $0.25 | ' |
| Ending Balance, Issued Warrants | 718,107 | ' |
| Ending Balance, Average Exercise Price | $0.21 | ' |
| Weighted Average Remaining Contractual Life | 'P3Y | ' |
| Exercisable, Warrants | 718,107 | ' |
| Exercisable, Average Exercise Price | $0.21 | ' |
WARRANTS_Details_Narrative
| WARRANTS (Details Narrative) (USD $) | 9 Months Ended |
| Nov. 30, 2013 | |
| Warrent Issued 1 | ' |
| Business Acquisition Date Of Acquisition Agreement | 12-Aug-13 |
| Business Acquisition, Warrants to Purchase | 51,440 |
| Business Acquisition, Warrants Fair Value | $3,975 |
| Warrent Issued 2 | ' |
| Business Acquisition Date Of Acquisition Agreement | 2-Nov-13 |
| Business Acquisition, Warrants to Purchase | 400,000 |
| Business Acquisition, Warrants Fair Value | 14,034 |
| Warrent Issued 3 | ' |
| Business Acquisition Date Of Acquisition Agreement | 2-Nov-13 |
| Business Acquisition, Warrants to Purchase | 266,667 |
| Business Acquisition, Warrants Fair Value | $17,580 |
INCOME_TAXES_Schedule_of_Incom
| INCOME TAXES - Schedule of Income Tax Provision (Details) (USD $) | 12 Months Ended | |
| Dec. 31, 2013 | Dec. 31, 2012 | |
| Federal income tax benefit attributable to: | ' | ' |
| Current operations | $556,328 | $207,043 |
| Less: valuation allowance | -556,328 | -207,043 |
| Net provision for Federal income taxes | ' | ' |
INCOME_TAXES_Schedule_of_Defer
| INCOME TAXES - Schedule of Deferred Tax Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
| Deferred tax asset attributable to: | ' | ' |
| Net operating loss carryover | $820,350 | $264,022 |
| Valuation allowance | -820,350 | -264,022 |
| Net deferred tax asset | ' | ' |
INCOME_TAXES_Details_Narrative
| INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended | |
| Dec. 31, 2013 | Dec. 31, 2012 | |
| Income Tax Disclosure [Abstract] | ' | ' |
| Net Loss | ($1,636,259) | ($608,952) |
| Operating Loss Carryforwards | $2,359,000 | ' |
| Carryforward Expiration Date | 1-Jan-32 | ' |
| Effective Income Tax Rate | 34.00% | ' |
COMMITMENTS_Details_Narrative
| COMMITMENTS (Details Narrative) (USD $) | 12 Months Ended |
| Dec. 31, 2013 | |
| Commitments and Contingencies Disclosure [Abstract] | ' |
| Monthly rent | $2,500 |
| Rent expense | $19,270 |
GOING_CONCERN_Details_Narrativ
| GOING CONCERN (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
| Working capital deficit | $1,425,543 | ' |
| Accumulated deficit | ($2,358,670) | ($776,535) |
SUBSEQUENT_EVENTS_Details_Narr
| SUBSEQUENT EVENTS (Details Narrative) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||
| Dec. 31, 2013 | Jan. 03, 2014 | Jan. 09, 2014 | Feb. 17, 2014 | Jan. 11, 2014 | Feb. 17, 2014 | Jan. 11, 2014 | Jan. 11, 2014 | Jan. 11, 2014 | Jan. 11, 2014 | Jan. 11, 2014 | Jan. 11, 2014 | Jan. 10, 2014 | Jan. 11, 2014 | Jan. 27, 2014 | Jan. 27, 2014 | Feb. 03, 2014 | Feb. 13, 2014 | Feb. 13, 2014 | Feb. 17, 2014 | Feb. 26, 2014 | Feb. 26, 2014 | Feb. 26, 2014 | Feb. 27, 2014 | Feb. 27, 2014 | Mar. 01, 2014 | Mar. 03, 2014 | Mar. 06, 2014 | Mar. 27, 2014 | Apr. 02, 2014 | |
| Convertible Promissory Note 1 | Anne Bove | Anne Bove | Rebecca Eli | Rebecca Eli | Joseph Spaziano | James P Hodgins | Employment Agreement 1 | Consulting Agreement 1 | Consulting Agreement 2 | Consulting Agreement 2 | Consulting Agreement 3 | Convertible Promissory Note 2 | Joint Venture | Convertible Promissory Note 3 | Convertible Promissory Note 4 | Employment Agreement 2 | Gary Gottlieb | Convertible Promissory Note 5 | Consulting Agreement 4 | Consulting Agreement 5 | Marketing Agreement 1 | Marketing Agreement 2 | Consulting Agreement 6 | Convertible Promissory Note 6 | Convertible Promissory Note 7 | Convertible Promissory Note 8 | Posting Agreement | |||
| Common Stock Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,593,240 | ' |
| Common Stock Issued, vested | ' | ' | ' | ' | 175,000 | ' | 175,000 | 500,000 | 3,000,000 | 250,000 | ' | ' | 2,500,000 | 1,000,000 | ' | ' | ' | ' | 1,000,000 | ' | 5,000,000 | 3,500,000 | 3,500,000 | ' | ' | 500,000 | ' | ' | ' | ' |
| Common Stock Issued, Options | ' | ' | ' | 250,000 | ' | 250,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common Stock Issued, Options Per Share | ' | ' | ' | $0.05 | ' | $0.05 | ' | ' | ' | $0.08 | ' | ' | ' | ' | $0.04 | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common Stock Issued, Options Vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Term of Agreement | ' | ' | ' | '3 years | ' | '3 years | ' | ' | ' | '10 years | '12 months | ' | '12 months | '12 months | ' | ' | ' | ' | ' | ' | ' | '1 year | '1 year | '2 years | '2 years | '1 year | ' | ' | ' | ' |
| Issued, Warrants | 718,107 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Warrants Issued, vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Warrants, Converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Warrants, Par Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | $0.10 | $0.75 | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Warrant, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '7 years | '5 years | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Bridge Loan, Amount | ' | $15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Interest Rate | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | 10.00% | ' | ' | 12.00% | ' | ' | ' | ' | ' | 8.00% | 12.00% | ' | ' |
| Debt Instrument | ' | ' | 32,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | 65,000 | 250,000 | ' | ' | 72,500 | ' | ' | ' | ' | ' | 32,500 | 38,000 | 10,000 | ' |
| Repayment of Debt Instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500 | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Debt Instrument Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Current Fiscal Year End | '--12-31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Crowd Funding, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 |
| Crowd Funding, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,250,000 |