Cross Click Media (XCLK) Inactive 10-Q26 Nov 142014 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2014	Nov. 20, 2014
Document And Entity Information	'	'
Entity Registrant Name	'Cross Click Media Inc.	'
Entity Central Index Key	'0001487659	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
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 Common Stock, Shares Outstanding	'	433,778,454
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	'	$1,792
Accounts receivable	129,571	483
Other receivable	93,618	322
Prepaid expenses	13,338	23,647
Total Current Assets	236,527	26,244
Deposits	2,150	2,150
Property and equipment, net	22,196	25,411
Intangible assets, net	9,192	17,746
Total Assets	270,065	71,551
Current Liabilities:	'	'
Cash overdraft	7,774	'
Accounts payable	525,809	279,040
Deferred revenue	11,888	'
Accrued liabilities	78,938	24,030
Accrued compensation	56,312	'
Accrued interest	123,931	24,954
Derivative liability	205,223	121,588
Notes payable, related party	96,516	16,360
Notes payable	7,121	44,300
Convertible notes payable, net of discounts of $131,039 and $60,234, respectively	1,127,274	941,515
Total Current Liabilities	2,240,786	1,451,787
Long Term Liabilities:	'	'
Notes payable	51,440	51,440
Convertible notes payable, related party net of discounts of $0 and $37,682, respectively	'	40,078
Convertible notes payable, net of discounts of $0 and $16,856, respectively	30,000	39,144
Total Liabilities	2,322,226	1,582,449
STOCKHOLDERS DEFICIT:	'	'
Preferred stock, $0.001 par value, 8,5000,000 authorized, no shares issued and outstanding	'	'
Series A preferred stock; $0.001 par value, 1,500,000 shares authorized, 1,173,041 shares issued and outstanding	1,173	1,173
Common stock; $0.001 par value, 440,000,000 shares authorized, 261,258,000 and 113,740,949 issued and outstanding, respectively	261,259	113,741
Additional paid in capital	2,501,956	919,607
Accumulated deficit	-4,488,179	-2,358,670
Deferred stock compensation	-328,370	-186,749
Total Stockholders Deficit	-2,052,161	-1,510,898
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT	$270,065	$71,551

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
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	1,173,041
Common Stock, Par Value	$0.00	$0.00
Common Stock, Shares Authorized	440,000,000	440,000,000
Common Stock, Issued and outstanding	261,258,000	113,740,949
Convertible notes payable, current, discounts	$131,039	$60,234
Convertible notes payable, long term, related party, discount	0	37,682
Convertible notes payable, long term, discounts	$0	$16,856

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]	'	'	'	'
Revenue	$158,365	$12,286	$221,413	$46,321
Cost of revenue	-3,875	'	-6,950	'
Gross Margin	154,490	12,286	214,463	46,321
Operating Expenses:	'	'	'	'
Professional fees	8,340	44,155	87,381	60,670
Salaries and wages	126,831	29,010	247,995	74,029
Advertising and promotion	40,532	16,166	73,646	74,039
Stock based compensation	250,483	170,000	948,306	170,000
General and administrative	147,851	43,784	395,945	107,375
Total Operating Expenses	574,037	303,115	1,753,273	486,113
Loss from Operations	-419,547	-290,829	-1,538,810	-439,792
Other Income (Expense):	'	'	'	'
Interest income	66	'	173	'
Amortization of debt discount	-82,655	-104,236	-237,057	-117,466
Change in fair value of derivative liability	379,219	-34,773	348,303	-34,773
Derivative expense	'	'	-178,614	'
Loss on conversion of debt	-102,282	'	-102,282	'
Loss on issuance of debt	-15,000	'	-275,000	'
Interest expense	-43,041	-59,021	-146,222	-60,438
Total Other Income (Expense)	136,307	-198,030	-590,699	-212,677
Loss before Provision for Income Taxes	-283,240	-488,859	-2,129,509	-652,469
Provision for Income Taxes	'	'	'	'
Net Loss	($283,240)	($488,859)	($2,129,509)	($652,469)
Net Loss per share Basic	$0	($0.01)	($0.01)	($0.01)
Weighted average shares outstanding basic	183,583,499	72,761,065	150,813,246	46,264,974

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:	'	'
Net loss for the period	($2,129,509)	($652,469)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Depreciation and amortization	16,231	9,045
Stock-based compensation	948,306	170,000
Derivative expense	178,614	'
Loss on conversion of debt	102,282	'
Loss on issuance of debt	275,000	'
Change in fair value of derivative liability	348,303	-34,773
Amortization of debt discount	237,057	117,466
Change in assets and liabilities:	'	'
(Increase) in accounts receivables	-129,088	483
(Increase) decrease in other receivables	-106,056	-13,940
(Increase) decrease in prepaid expenses and other assets	29,069	-23,647
Increase in accounts payable and accruals	477,617	332,349
Net cash used in operating activities	-448,780	-25,940
Cash flows from investing activities:	'	'
Purchase of property and equipment	-4,462	'
Repayments of note receivable, related party	'	6,060
Net cash provided by (used) in investing activities	-4,462	6,060
Cash flows from financing activities:	'	'
Cash overdraft	7,774	'
Proceeds from notes payable	417,000	11,700
Payments on notes payable	-50,980	'
Proceeds from notes payable, related party	82,784	'
Payments on notes payable, related party	-5,128	-2,000
Net cash provided by financing activities	451,450	9,700
Net increase in cash	-1,792	-10,180
Cash at beginning of period	1,792	11,339
Cash at end of period	'	1,159
Supplemental Cash Flow Information:	'	'
Cash paid for interest	918	'
Cash paid for income taxes	'	'
Non-Cash Investing and Financing Information:	'	'
Net liabilities assumed in connection with merger activities	'	452,367
Common stock issued for conversion of debt	269,136	'
Common stock issued for conversion of accrued interest	$5,122	'

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

CrossClick Media, Inc. (“CrossClick” 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.

On June 18, 2014, the Company changed its name to CrossClick Media, Inc. from Co-Signer, Inc. with the full consent of the Board of Directors and filed such with the Nevada Secretary of State’s office. Subsequently FINRA approved the name and stock symbol change with an effective date of July 14. The Company transitioned from a real estate financial services holding company to a marketing and new media company featuring an affiliate network, call center, and an enterprise solutions division that can provide design, web development, ecommerce, data management and more through an integrated platform.

Basis of Presentation

The accompanying interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results for the full fiscal year.

Reclassification

Certain reclassifications have been made to conform the prior year information to the 2014 classifications for comparative purposes.

Principles of consolidation

The consolidated financial statements include the accounts of Cross Click Media, Inc. and Co-Signer.com, Inc. All significant intercompany balances and transactions have been eliminated. Cross Click Media, 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 September 30, 2014 and December 31, 2013.

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.

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.

Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements,” which has four basic criteria that must be met before revenue is recognized: 1) existence of persuasive evidence that an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed and determinable; and 4) collectability is reasonably assured. Our revenue recognition policies are consistent with these criteria. For Tenant Application fees revenue is recognized at the time each application is submitted. Upon the signing of a Co-Signer.com Tenant Agreement and the corresponding Co-Signer.com, Inc. Landlord Agreement supplemented by the executed Tenant Client’s lease, the Company recognizes the revenue for each Surety Fee as indicated in the Tenant Agreement, usually on a monthly basis.

For media and marketing fees, revenue is recognized upon completion of the task or upon achievement of contracted progressive billing with designated milestones. Each client signs a Statement of Work order which is signed off by the client upon completion or per the terms outlined in the Statement of Work and invoiced accordingly.

Default Rent Reserve Policy

The Company reviews each calendar quarter whether a default rent reserve should be established and funded. As of September 30, 2014 the Company has not considered it necessary to fund such a reserve. The Company’s pricing model provides cash flows to offset default risk when losses are below 100% of the lowest default rate per Experian Rent Bureau’s analysis of default rates of tenants that are “Unscoreable”. That number for 2013 was 9.00%. If the Company is to experience losses above 9%, it will then fund a reserve account based upon trend.

Fair Value of Financial Instruments

For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, accounts receivables, prepaid expenses, accounts payable, accrued liabilities, and notes payable, 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.

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 September 30, 2014.

Level I

Level II

Level III

Total

Derivative liability

—

205,223

—

205,223

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. For the nine months ended September 30, 2014 and 2013, there was $73,646 of and $74,039 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 September 30, 2014.

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. For the nine months ended September 30, 2014 and 2013, there have been no interest or penalties incurred on income taxes.

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	9 Months Ended
PROPERTY AND EQUIPMENT	Sep. 30, 2014
Property, Plant and Equipment [Abstract]	'
PROPERTY AND EQUIPMENT	'
	Property and equipment consisted of the following as of:

		30-Sep-14			31-Dec-13
	Computer equipment	$	8,408		$	6,446
	Property & equipment		25,100			22,600
	Less: accumulated depreciation		(11,312	)		(3,635	)
	Property and equipment, net	$	22,196		$	25,411

	Depreciation expense for the nine months ended September 30, 2014 and 2013 was $7,677 and $1,430, respectively.

INTANGIBLE_ASSETS

INTANGIBLE ASSETS	9 Months Ended
INTANGIBLE ASSETS	Sep. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]	'
INTANGIBLE ASSETS	'
	Intangible assets consisted of the following as of:

		30-Sep-14			31-Dec-13
	Website design	$	34,310		$	34,310
	Domain name		1,500			1,500
	Less: accumulated amortization		(26,618	)		(18,064	)
	Intangible assets, net	$	9,192		$	17,746

	Amortization expense for the nine months ended September 30, 2014 and 2013 was $8,554 and $7,614, respectively.

NOTES_PAYABLE

NOTES PAYABLE	9 Months Ended
NOTES PAYABLE	Sep. 30, 2014
Debt Disclosure [Abstract]	'
NOTES PAYABLE	'
	On June 29, 2012, the Company issued a $488,489 Convertible Promissory Note and Security Interest in favor of a trade creditor representing the past due invoices of the creditor for professional fees. During the year ended December 31, 2013, the creditor advanced a total of $8,006 for payment of the Company’s operating expenses whereby increasing the principal balance of the note to $491,465. On November 5, 2013, the Company executed the Second Amendment to the Convertible Promissory Note. In this amendment the creditor has agreed to waive the default in the payment of monthly installments and to waive all accrued default interest. The Note is now due in full on or before May 31, 2014. The conversion price of the Note has been amended to $0.075 per share. Additionally, certain accounts payable and accrued expenses of $278,962 due to the creditor for services provided subsequent to the issuance of the original obligation were added to the Note, making the current balance of the Note $812,249. As a result of retiring the old debt and including it in the new note the expensing of the remaining debt discount of $270,502 was accelerated which resulted in a loss on extinguishment of debt of $183,877. Interest relating to the amortization of the debt discount for the year ended December 31, 2013 amounted to $69,772 and $0 remained of the debt discount at December 31, 2013. As of September 30, 2014 this note is past due and there is principal and interest due of $812,249 and $88,124 on the new note, respectively.

	On June 12, 2013, the Company executed a promissory note for $10,000. The loan has no stated interest rate and was due August 12, 2013. The note does not bear interest but did include a loan fee of $5,000. During the nine months ended September 30, 2014, $3,000 was repaid on the loan and the loan was extended with no specific terms of repayment.

	On August 12, 2013, in connection with the merger, the Company issued $51,440 of new notes. The notes are secured, bear interest at 8% and mature in five years. As of September 30, 2014 there is $4,667 of accrued interest on these notes.

	On September 23, 2013, we entered into a $400,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). The face amount of the Note includes an original issue discount of $40,000. The initial advance to be made under the Note by JMJ is $50,000. JMJ may, after making this initial advance, lend us additional sums under the terms of the Note in such amounts and at such dates as it chooses. Individual loans mature one year from the effective date of each payment. If repaid within ninety (90) days from the date of issue, the loan will not bear interest. Upon ninety (90) days after the date of issue, a one-time interest charge of twelve percent (12%) of the principal amount will be applied. JMJ may convert all or part of the Note, at its discretion, into shares of our common stock. The conversion price is sixty percent (60%) of the lowest trading price for our common stock in the twenty-five trading days immediately preceding the conversion date. For the initial advance the Company recorded a debt discount in the amount of $55,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $129,184 based on the Black Scholes Merton pricing model. As of September 30, 2014, this note was fully converted into common stock. As a result of the conversion the remaining debt discount was expensed and the Company recognized a gain on derivative of $3,636.

	On November 1, 2013, the Company executed a convertible promissory note for $30,000. The note bears interest at 9% and matures in two years. The loan is convertible at any time into shares of common stock at $0.075 per share beginning one year from the date of the note. In addition, the note required the issuance of warrants to purchase 400,000 warrants. The aggregate fair value of these warrants totaled $14,034 based on the Black Scholes Merton pricing model. As of September 30, 2014, there is $2,463 of accrued interest.

	On November 1, 2013, the Company executed a convertible promissory note for $16,000. The note is convertible at $0.075 after one year, bears interest at 9% and matures in two years. During the nine months ended September 30, 2014, the Company repaid $3,000 before it borrowed another $5,000 on the loan. As of September 30, 2014, there is $1,279 of accrued interest.

	On November 4, 2013, we obtained short term financing from a Lender under a 9% Convertible Note in the amount of $70,000 (the “Short-Term Note”). The Short-Term Note features an original issue discount of $6,700. The $63,300 in funding received from the Lender was used to pay off and retire the Convertible Promissory Note issued to Asher Enterprises, Inc., dated April 9, 2013. The Short-Term Note accrues interest at a rate of nine percent (9%) per year, with all principal and interest due in full within thirty days from the date of issue. The note was reviewed for a beneficial conversion feature and it was determined that none existed as the fair market price of the stock was in excess of the conversion price on the date of the note. At any time, the Short-Term Note may be converted, in whole or in part at the option of the holder, at a price of $0.075 per share. The Short-Term Note is currently in default. As of September 30, 2014 there is $5,696 of accrued interest.

	On November 25, 2013, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $42,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on August 27, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. During the nine months ended September 30, 2014, the note and $1,700 of accrued interest was converted into shares of common stock. As a result of the conversion the Company recognized a loss on conversion of $25,321.

	The Company received its second payment from JMJ towards the loan, of $22,000 on December 9, 2013. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $37,173 based on the Black Scholes Merton pricing model. As of September 30, 2014, principal of $3,525 and $2,889 of accrued interest were converted to common stock and $16,164 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $13,685 resulting in a gain on the change in fair value of the derivative. The note balance of $18,475 is shown net of a debt discount of $3,836 at September 30, 2014 and has accrued interest of $0. Subsequent to September 30^th the Company received a conversion notice that they were unable to fulfill due to not having enough available authorized shares to cover the conversion. This resulted in default on the Note. The Company is in the process of increasing its authorized common stock and will honor the conversion notices as soon as it is able.

	As of December 31, 2013 the Company owed Chiles Valley, LLC, $20,000. This loan was repaid in full during the quarter ended March 31, 2014.

	On January 8, 2014, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on October 10, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. During the nine months ended September 30, 2014, the note and $1,300 of accrued interest was converted into shares of common stock. As a result of the conversion the Company recognized a loss on conversion of $42,514.

	On February 13, 2014, we entered into a $250,000 Convertible Promissory Note (the “Note”) with Black Mountain Equities, Inc. (“BME”). The face amount of the Note includes an original issue discount of $25,000. The initial advance to be made under the Note by BME is $25,000. BME may, after making this initial advance, lend us additional sums under the terms of the Note in such amounts and at such dates as it chooses. There is a one-time interest charge of ten percent (10%) and individual loans mature one year from the effective date of each payment. BME may convert all or part of the Note, at its discretion, into shares of our common stock. The conversion is equal to the lesser of a 40% discount to the lowest trading prices in the twenty-five (25) day trading price prior to the conversion date or at a fixed price if $0.025. For the initial advance the Company recorded a debt discount in the amount of $30,000 (payment plus 10% original discount and one time interest charge) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $82,251 based on the Black Scholes Merton pricing model. As of September 30, 2014, principal of $3,650 and $2,750 of accrued interest were converted to common stock $18,904 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $21,111 resulting in a gain on the change in fair value of the derivative. The note balance of $23,600 is shown net of a debt discount of $11,096 at September 30, 2014 and has accrued interest of $0. Subsequent to September 30^th the Company received a conversion notice that they were unable to fulfill due to not having enough available authorized shares to cover the conversion. This resulted in default on the Note. The Company is in the process of increasing its authorized common stock and will honor the conversion notices as soon as it is able.

	On February 26, 2014, the Company issued a Convertible Promissory Note to GCEF Opportunity Fund, LLC in the amount of $72,500, includes an original issue discount of $7,500. The note bears a onetime 12% interest charge, is unsecured and matures in one year. The Note is convertible into common stock in whole or in part at any time with a conversion price equal to a 50% discount to the average bid price in the ten day trading price prior to the conversion date. The Company recorded a debt discount in the amount of $81,200 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $179,454 based on the Black Scholes Merton pricing model. As of September 30, 2014; $48,275 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $49,626 resulting in a gain on the change in fair value of the derivative. As of September 30, 2014 the note balance is $81,200 with a remaining debt discount of $32,925. In addition to the terms outlined above the Company issued to GCEF 5,000,000 shares of common stock. The stock was valued at $0.052, the closing price on the date of the note for non-cash expense of $260,000 which was recorded as a loss on the issuance of debt. Subsequent to September 30^th the Company received a conversion notice that they were unable to fulfill due to not having enough available authorized shares to cover the conversion. This resulted in default on the Note. The Company is in the process of increasing its authorized common stock and will honor the conversion notices as soon as it is able.

	On March 3, 2014, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $37,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 5, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. During the nine months ended September 30, 2014, the note and $1,500 of accrued interest was converted into shares of common stock. As a result of the conversion the Company recognized a loss on conversion of $34,447.

	On March 14, 2014, the Company issued a Convertible Promissory Note to Magna Equities II, LLC (formerly Hanover Holdings I, LLC) in the amount of $38,000. The note bears interest at a rate of 12% per annum, is unsecured and matures in eight months. The Note is convertible into common stock in whole or in part at any time with a conversion price equal to the lesser of a 45% discount to the lowest trading prices in the five day trading price prior to the conversion date or at a fixed price if $0.04. The Company recorded a debt discount in the amount of $38,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $41,636 based on the Black Scholes Merton pricing model. On September 16, 2014 $6,600 of principal was converted to common stock. As of September 30, 2014; $31,276 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $18,181 resulting in a gain on the change in fair value of the derivative. The note balance is $31,400 with a remaining debt discount of $6,724 at September 30, 2014 and has accrued interest of $2,468. Subsequent to September 30^th the Company received a conversion notice that they were unable to fulfill due to not having enough available authorized shares to cover the conversion. This resulted in default on the Note. The Company is in the process of increasing its authorized common stock and will honor the conversion notices as soon as it is able.

	On March 20, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $42,500. The funds were not received on the note until April. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. The Company recorded a debt discount in the amount of $32,624 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $32,624 based on the Black Scholes Merton pricing model. The note is shown net of a debt discount of $32,624 at September 30, 2014 and has accrued interest of $1,565. Subsequent to September 30^ththe Company received a conversion notice that they were unable to fulfill due to not having enough available authorized shares to cover the conversion. This resulted in default on the Note. The Company is in the process of increasing its authorized common stock and will honor the conversion notices as soon as it is able.

	On April 17, 2014, the Company received another payment on the original JMJ Financial convertible promissory note dated September 23, 2013 of $44,000 including a $4,000 original issue discount. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $61,319 based on the Black Scholes Merton pricing model. As of September 30, 2014; $20,131 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $43,200 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $23,869 at September 30, 2014 and has accrued interest and fees of $9,777.

	On June 5, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of September 30, 2014 there is $805 of accrued interest on this note.

	On June 19, 2014, we borrowed the sum of $15,000 from Steven J. Smith under the terms of a Promissory Note. Pursuant to these terms the loan was non-interest bearing but did include a fee of 1,000,000 shares of common stock. The note was due and payable within seven (7) days of funding with no stated interest. The shares were valued at the closing price on the date of the loan of $0.0051 for a total non-cash expense of $5,100. The repayment terms of this note are currently be renegotiated.

	On June 23, 2014, the Company received another payment on the original JMJ Financial convertible promissory note dated September 23, 2013 of $27,500 including a $2,500 original issue discount. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $34,654 based on the Black Scholes Merton pricing model. As of September 30, 2014; $7,535 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $26,796 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $19,965 at September 30, 2014 and has accrued interest of $3,611.

	On June 25, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of September 30, 2014 there is $698 of accrued interest on this note.

	The maturities of these notes and the related party notes below, net of discounts for the next five years are:

	Twelve months ended September 30,
		2015			$	1,230,911
		2016				30,000
		2017				—
		2018				51,440
		2019				—
		Total Future Maturities			$	1,312,351

	A summary of the status of the Company’s debt discounts including original issue discounts, and derivative liabilities, and changes during the periods is presented below:

	Debt Discount		31-Dec-13				Additions			Amortization				30-Sep-14
	Finiks Capital – February 1, 2013		$	37,682			$	—		$	(37,682	)		$	—
	Neal – June 3, 2013			3,975				—			(3,975	)			—
	JMJ – October 2, 2013			41,439				—			(41,439	)			—
	JMJ – December 9, 2013			18,795				—			(14,959	)			3,836
	Black Mountain Equities, Inc. – February 13, 2014			—				30,000			(18,904	)			11,096
	GCEF Opportunity Fund, LLC – February 26, 2014			—				81,200			(48,275	)			32,925
	Hanover Holdings, LLC – March 14, 2014			—				38,000			(31,276	)			6,724
	KBM – March 20, 2014			—				32,624			—				32,624
JMJ – April 17, 2014			—				44,000			(20,131	)			23,869
JMJ – June 23, 2014			—				27,500			(7,535	)			19,965
		$	101,891			$	253,324		$	(224,176	)		$	131,039

Derivative Liabilities		31-Dec-13				Initial valuation			Revaluation on 9/30/14				(Gain) loss of fair value of derivative
JMJ – October 2, 2013		$	88,314			$	—		$	—			$	(88,314	)
JMJ – December 9, 2013			33,274				—			13,685				(19,589	)
Black Mountain Equities, Inc. – February 13, 2014			—				82,251			21,111				(61,140	)
GCEF Opportunity Fund, LLC – February 26, 2014			—				179,454			49,626				(129,828	)
Hanover Holdings, LLC – March 14, 2014			—				41,636			18,181				(23,455	)
KBM – March 20, 2014			—				32,624			32,624				—
JMJ – April 17, 2014			—				61,319			43,200				(18,119	)
JMJ – June 23, 2014			—				34,654			26,796				(7,858	)
		$	121,588			$	431,938		$	205,223			$	(348,303	)

Original Issue Discount		31-Dec-13				Additions			Amortization				30-Sep-14
JMJ – October 2, 2013		$	3,767			$	—		$	(3,767	)		$	—
JMJ – December 9, 2013			1,879				—			(1,496	)			383
Black Mountain Equities, Inc. – February 13, 2014			—				5,000			(2,644	)			2,356
GCEF Opportunity Fund, LLC – February 26, 2014			—				16,200			(9,586	)			6,614
Darren Magot – January 27, 2014			—				2,500			(2,500	)			—
JMJ – April 17, 2014			—				4,000			(1,830	)			2,170
JMJ – June 23, 2014			—				2,500			(685	)			1,815
		$	5,646			$	30,200		$	(22,508	)		$	13,338

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2014
Related Party Transactions [Abstract]	'
RELATED PARTY TRANSACTION	'
	Notes Payable

	On February 1, 2013, the Company executed a convertible promissory note for $65,000 with Finiks Capital, 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. On January 19, 2014, Finiks Capital transferred its rights to the $65,000 promissory note and $3,879 of accrued interest to Strategic IR, Inc. During the period ended September 30, 2014, Strategic IR, Inc. converted the $65,000 note payable it had assumed from Finiks Capital into 10,000,000 shares of common stock at $0.0065 per share per the terms of the original Note.

	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. Since the original note was issued an additional $15,000 was loaned to the Company and $2,200 of forbearance fees were added to the loan. As of September 30, 2014 the loan and all accrued interest was repaid in full.

	On January 27, 2014, the Company executed a convertible promissory note for $40,000 with Darren Magot, a member of the Board of Directors. The note includes a $2,500 loan origination fee, accrues interest at 8% and matures in 180 days. As of September 30, 2014 $3,000 has been repaid on the note and there is $1,989 of accrued interest. The note was reviewed for a beneficial conversion feature and it was determined that none existed as the fair market price of the stock was in excess of the conversion price on the date of the note.

	As of September 30, 2014, the Company owed a related party $59,516 for cash advances to assist in covering operating expenses. The loan is unsecured, due on demand, and has no stated interest rate.

	Stock Issuances

	On January 10, 2014, the Company issued 5,350,000 shares of common stock to various employees and consultants. The shares were issued at $0.0383 based on the market value of the common stock on the date of authorization for total non-cash expense of $204,905.

	On February 12, 2014, the Company issued 250,000 shares of common stock to a member of the Board of Directors and 1,000,000 shares of common stock to its CEO for services rendered. The shares were issued at $0.04 based on the market value of the common stock on the date of authorization for total non-cash expense of $50,000.

	Revenue

	During the nine months ended September 30, 2014, the Company recognized $61,808 from related parties.

STOCKHOLDERS_DEFICIT

STOCKHOLDERS DEFICIT	9 Months Ended
STOCKHOLDERS DEFICIT	Sep. 30, 2014
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 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 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 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 stock compensation expense of $177,778.

	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, $16,124 of which has been booked to 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.

	On January 2, 2014, the Company issued 3,500,000 shares of common stock for consulting services. The shares were issued at $0.028 based on the market value of the common stock on the date of authorization for total non-cash expense of $98,000, $73,500 of which has been booked to stock compensation expense.

	On January 10, 2014, the Company issued 5,350,000 shares of common stock to various employees and consultants. The shares were issued at $0.0383 based on the market value of the common stock on the date of authorization for total non-cash expense of $204,905.

	On February 12, 2014, the Company issued 250,000 shares of common stock to a member of the Board of Directors and 1,000,000 shares of common stock to its CEO for services rendered. The shares were issued at $0.04 based on the market value of the common stock on the date of authorization for total non-cash expense of $50,000.

	On February 26, 2014, the Company issued 7,000,000 shares of common stock for services. The shares were issued at $0.052 based on the market value of the common stock on the date of authorization for total non-cash expense of $364,000, $244,791 of which has been booked to stock compensation expense.

	On February 26, 2014, the Company issued 5,000,000 shares of common stock to GCEF Opportunity Fund, LLC. The shares were issued in conjunction with a convertible promissory note. The stock was valued at $0.052, the closing price on the date of the note for non-cash expense of $260,000 which was recorded as a loss on the issuance of debt.

	On March 1, 2014, the Company issued 750,000 shares of common stock for services. The shares were issued at $0.058 based on the market value of the common stock on the date of authorization for total non-cash expense of $43,500, $31,417 of which has been booked to stock compensation expense.

	On March 27, 2014, the Company issued 1,593,240 shares of common stock in conversion of $10,622 of principal and accrued interest. The loan was converted at $0.0067 per the terms of the agreement.

	During the period ended September 30, 2014, Strategic IR, Inc. converted the $65,000 note payable it had assumed from Finiks Capital into 10,000,000 shares of common stock at $0.0065 per share per the terms of the original Note.

	On September 16, 2014, Magna Equities II, LLC (formerly Hanover Holdings) converted $6,600 of principal into 8,000,000 shares of common stock pursuant to the terms of their note.

	On September 17, 2014, Black Mountain Equities converted $6,400 of principal into 8,000,000 shares of common stock pursuant to the terms of their note.

	During the nine months ended September 30, 2014, JMJ Financial converted $61,160 of the principal and interest from the convertible promissory note dated September 23, 2013, into 16,400,000 shares of common stock pursuant to the terms of the note.

	On September 22, 2014, JMJ Financial converted $1,062 of interest from the convertible promissory note dated September 23, 2013, satisfying that note in full, and $6,414 of principal and interest from the convertible promissory note dated December 9, 2013 into 8,900,000 shares of common stock pursuant to the terms of the note.

	During the nine months ended September 30, 2014, Asher Enterprises, Inc. converted $42,500 and $1,700 of the principal and interest, respectively, from the convertible promissory note dated November 25, 2013, into 9,442,857 shares of common stock pursuant to the terms of the note. The company recorded a loss on conversion related to this note of $25,321.

	During the nine months ended September 30, 2014, Asher Enterprises, Inc. converted $32,500 and $1,300 of the principal and interest, respectively, from the convertible promissory note dated January 8, 2014, into 17,705,747 shares of common stock pursuant to the terms of the note. The company recorded a loss on conversion related to this note of $42,514.

	During the nine months ended September 30, 2014, Asher Enterprises, Inc. converted $37,500 and $1,500 of the principal and interest, respectively, from the convertible promissory note dated March 3, 2013, into 43,625,207 shares of common stock pursuant to the terms of the note. The company recorded a loss on conversion related to this note of $34,447.

WARRANTS

9 Months Ended

Sep. 30, 2014

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.

Pursuant to the terms and conditions of the consulting agreement dated January 2, 2014, the Company issued 1,000,000 warrants. The aggregate fair value of the warrants totaled $24,544 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.075 .13% risk free rate, 158% volatility and expected life of the warrants of 5 years. As of September 30, 2014, $18,408 has been expensed to stock based compensation.

Pursuant to the terms and conditions of the consulting agreement dated January 2, 2014, the Company issued 1,000,000 warrants. The aggregate fair value of the warrants totaled $26,123 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.10, .13% risk free rate, 158% volatility and expected life of the warrants of 7 years. As of September 30, 2014, $19,592 has been expensed to stock based compensation.

Pursuant to the terms and conditions of the consulting agreement dated February 12, 2014, the Company issued 2,000,000 warrants. The aggregate fair value of the warrants totaled $56,586 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.05 .12% risk free rate, 178% volatility and expected life of the warrants of 5 years. As of September 30, 2014, $35,930 has been expensed to stock based compensation.

On February 17, 2014, the Company issued 500,000 warrants. The aggregate fair value of the warrants totaled $15,561 based on the Black Scholes Merton pricing model using the following estimates exercise price of $0.05 .12% risk free rate, 182% volatility and expected life of the warrants of 3 years.

A summary of the status of the Company’s outstanding stock warrants as of September 30, 2014 and changes during the periods is presented below:

Warrants

Weighted Average Price

Outstanding, December 31, 2013

718,107

0.21

Issued

4,500,000

0.07

Exercised

—

Forfeited

—

Expired

—

Outstanding, September 30, 2014

5,218,107

0.09

Exercisable, September 30, 2014

4,905,607

0.08

Outstanding

Exercisable

Range of Exercise Prices

Number

Weighted

Weighted Average

Number

Weighted

Outstanding

Average

Exercise Price

Exercisable

Average

at 9/30/2014

Remaining

at 9/30/2014

Exercise Price

Contractual Life

0.05-0.25

5,218,107

4.2 Years

0.09

4, 905,607

0.08

STOCK_OPTIONS

STOCK OPTIONS

9 Months Ended

Sep. 30, 2014

Other Liabilities Disclosure [Abstract]

STOCK OPTIONS

On February 13, 2014, the Company granted Kurt Kramarenko, CEO 4,000,000 stock options as additional compensation. The options allow for cashless exercise and will vest at a rate of 500,000 options per each fiscal quarter, beginning with the conclusion of the first fiscal quarter during the term of the agreement. The aggregate fair value of the options totaled $133,984 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.05 .12% risk free rate, 206% volatility and expected life of the options of 2 years. As of September 30, 2014, $45,676 has been expensed to stock based compensation.

On January 1, 2014, the Company granted Darren Magot, a Director, 1,000,000 stock options as additional compensation. The options allow for cashless exercise and will vest at a rate of 250,000 options per each fiscal quarter, beginning with the conclusion of the first fiscal quarter during the term of the agreement. The aggregate fair value of the options totaled $72,725 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.05 .12% risk free rate, 180% volatility and expected life of the options of 5 years. As of September 30, 2014, $45,453 has been expensed to stock based compensation.

A summary of the status of the Company’s outstanding stock options as of September 30, 2014 and changes during the periods is presented below:

Option

Weighted Average Price

Outstanding, December 31, 2013

—

Issued

5,000,000

0.06

Exercised

—

Forfeited

—

Expired

—

Outstanding, September 30, 2014

5,000,000

0.06

Exercisable, September 30, 2014

2,250,000

0.06

Outstanding

Exercisable

Range of

Number

Weighted

Number

Weighted

Exercise

Outstanding

Average

Exercisable

Average

Prices

Remaining

Exercise

9/30/14

Contractual

Price

9/30/14

Price

Life

0.05-0.08

5,000,000

1.9 Years

0.06

2,250,000

0.06

COMMITMENTS

COMMITMENTS	9 Months Ended
COMMITMENTS	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]	'
COMMITMENTS	'
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 nine months ended September 30, 2014 was $26,467.

GOING_CONCERN

GOING CONCERN	9 Months Ended
GOING CONCERN	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
GOING CONCERN	'

	As of September 30, 2014, the Company has a working capital deficit of $2,004,259, limited revenue and an accumulated deficit of $4,488,179. 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	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2014
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	Subsequent to September 30, 2014 KBM Worldwide, Inc. converted a total of $19,200 into 74,815,454 shares of common stock pursuant to the terms of their convertible promissory notes.

	Subsequent to September 30, 2014 JMJ Financial converted a total of $17,514 into 58,500,000 shares of common stock pursuant to the terms of their convertible promissory notes.

	Subsequent to September 30, 2014 Black Mountain Equities, Inc. converted a total of $10,380 into 24,500,000 shares of common stock pursuant to the terms of their convertible promissory note.

	Subsequent to September 30, 2014 GCEF Opportunity Fund, LLC converted a total of $1,471 into 14,705,000 shares of common stock pursuant to the terms of their convertible promissory notes.

	On September 24, 2014, the Company executed a convertible promissory note with KBM Worldwide, Inc. for $32,500. The note carries all of the same terms as the previous notes between the lender and the Company. The funds were not received until October.

	October 7, 2014, the board of directors approved a Certificate of Designation for Class B Convertible Preferred Stock. This newly designated class of preferred stock consists of one million (1,000,000) shares.

	On October 7, 2014, the Company entered into a Debt Conversion Agreement (the “Agreement”) with MCKEA Holdings, LLC (“MCKEA”). Under the Agreement, MCKEA agreed to extinguish and release various debts owed by the Company totaling $198,654. The debt includes various sums owing to MCKEA as well as certain third party debts acquired by MCKEA under assignment. In exchange for the release of these debts, the Company agreed to issue MCKEA 1,000,000 shares of the newly-designated Class B Convertible Preferred Stock.

	On October 8, 2014, the Company’s Board of Directors approved a resolution to amend its Articles of Incorporation to increase the aggregate number of shares that it may issue to three billion (3,000,000,000) shares, consisting of 2,990,000,000 shares of common stock and 10,000,000, shares of preferred stock.

	On October 9, 2014, a portion of the GCEF Opportunity Fund note in the amount $20,000 was assigned to WHC Capital, LLC. Concurrent with this assignment, we entered into a replacement Convertible Promissory Note with WHC Capital. The replacement note bears interest at 12% per annum, is due on or before October 9, 2015, and is convertible to shares of our common stock at price equal to a fifty percent (50%) discount to our lowest closing bid price during the ten (10) trading days preceding the conversion.

	On November 6, 2014, an additional portion of the GCEF Opportunity Fund Note in the amount of $20,000 was assigned to Beaufort Capital Partners, LLC. On November 13, 2014, we entered into a Securities Exchange and Settlement Agreement with Beaufort. Under this agreement, the $20,000 in debt may be exchanged for shares of our common stock at either: (A) the lesser of (i) $0.0001, or (ii) 50% of our common stock price, if our common stock price falls below $0.00049 per share, or (B) 50% of our common stock price if our common stock price remains above $0.0005 during the applicable pricing period.

	In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2014 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 event described above.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Nature of Business

Basis of Presentation

Reclassification

Certain reclassifications have been made to conform the prior year information to the 2014 classifications for comparative purposes.

Principles of consolidation

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 September 30, 2014 and December 31, 2013.

Basic Loss per Share

Concentrations of Credit Risk

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.

Intangible Assets

Revenue Recognition

Default Rent Reserve Policy

Fair Value of Financial Instruments

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 September 30, 2014.

Level I

Level II

Level III

Total

Derivative liability

—

205,223

—

205,223

Stock-Based Compensation

Advertising and marketing costs

The Company expenses all costs of advertising as incurred. For the nine months ended September 30, 2014 and 2013, there was $73,646 of and $74,039 in advertising and marketing costs.

Income Taxes

Recent Accounting Pronouncements

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2014
Fair Value Disclosures [Abstract]	'
Fair Value Measurement	'
		Level I		Level II		Level III		Total
	Derivative liability	$	—	$	205,223	$	—	$	205,223

PROPERTY_AND_EQUIPMENT_Tables

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
PROPERTY AND EQUIPMENT (Tables)	Sep. 30, 2014
Property, Plant and Equipment [Abstract]	'
Schedule of Property and Equipment	'
		30-Sep-14			31-Dec-13
	Computer equipment	$	8,408		$	6,446
	Property & equipment		25,100			22,600
	Less: accumulated depreciation		(11,312	)		(3,635	)
	Property and equipment, net	$	22,196		$	25,411

INTANGIBLE_ASSETS_Tables

INTANGIBLE ASSETS (Tables)	9 Months Ended
INTANGIBLE ASSETS (Tables)	Sep. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]	'
Schedule of Intangible Assets	'
		30-Sep-14			31-Dec-13
	Website design	$	34,310		$	34,310
	Domain name		1,500			1,500
	Less: accumulated amortization		(26,618	)		(18,064	)
	Intangible assets, net	$	9,192		$	17,746

NOTES_PAYABLE_Tables

NOTES PAYABLE (Tables)	9 Months Ended
NOTES PAYABLE (Tables)	Sep. 30, 2014
Notes to Financial Statements	'
Schedule of Future Maturities	'
	Twelve months ended September 30,
		2015			$	1,230,911
		2016				30,000
		2017				—
		2018				51,440
		2019				—
		Total Future Maturities			$	1,312,351
Schedule of Debt Discount	'
	Debt Discount		31-Dec-13				Additions		Amortization			30-Sep-14
	Finiks Capital – February 1, 2013		$	37,682			$	—	$	(37,682	)	$	—
	Neal – June 3, 2013			3,975				—		(3,975	)		—
	JMJ – October 2, 2013			41,439				—		(41,439	)		—
	JMJ – December 9, 2013			18,795				—		(14,959	)		3,836
	Black Mountain Equities, Inc. – February 13, 2014			—				30,000		(18,904	)		11,096
	GCEF Opportunity Fund, LLC – February 26, 2014			—				81,200		(48,275	)		32,925
	Hanover Holdings, LLC – March 14, 2014			—				38,000		(31,276	)		6,724
	KBM – March 20, 2014			—				32,624		—			32,624
	JMJ – April 17, 2014			—				44,000		(20,131	)		23,869
	JMJ – June 23, 2014			—				27,500		(7,535	)		19,965
			$	101,891			$	253,324	$	(224,176	)	$	131,039
Schedule of Derivative Liabilities	'
	Derivative Liabilities		31-Dec-13				Initial valuation		Revaluation on 9/30/14			(Gain) loss of fair value of derivative
	JMJ – October 2, 2013		$	88,314			$	—	$	—		$	(88,314	)
	JMJ – December 9, 2013			33,274				—		13,685			(19,589	)
	Black Mountain Equities, Inc. – February 13, 2014			—				82,251		21,111			(61,140	)
	GCEF Opportunity Fund, LLC – February 26, 2014			—				179,454		49,626			(129,828	)
	Hanover Holdings, LLC – March 14, 2014			—				41,636		18,181			(23,455	)
	KBM – March 20, 2014			—				32,624		32,624			—
	JMJ – April 17, 2014			—				61,319		43,200			(18,119	)
	JMJ – June 23, 2014			—				34,654		26,796			(7,858	)
			$	121,588			$	431,938	$	205,223		$	(348,303	)
Schedule of Original Issue Discounts	'
	Original Issue Discount		31-Dec-13				Additions		Amortization			30-Sep-14
	JMJ – October 2, 2013		$	3,767			$	—	$	(3,767	)	$	—
	JMJ – December 9, 2013			1,879				—		(1,496	)		383
	Black Mountain Equities, Inc. – February 13, 2014			—				5,000		(2,644	)		2,356
	GCEF Opportunity Fund, LLC – February 26, 2014			—				16,200		(9,586	)		6,614
	Darren Magot – January 27, 2014			—				2,500		(2,500	)		—
	JMJ – April 17, 2014			—				4,000		(1,830	)		2,170
	JMJ – June 23, 2014			—				2,500		(685	)		1,815
			$	5,646			$	30,200	$	(22,508	)	$	13,338

WARRANTS_Tables

WARRANTS (Tables)

9 Months Ended

Sep. 30, 2014

Notes to Financial Statements

Schedule of Warrants

Warrants

Weighted Average Price

Outstanding, December 31, 2013

718,107

0.21

Issued

4,500,000

0.07

Exercised

—

Forfeited

—

Expired

—

Outstanding, September 30, 2014

5,218,107

0.09

Exercisable, September 30, 2014

4,905,607

0.08

Schedule of Key Assumptions of Warrants

Outstanding

Exercisable

Range of Exercise Prices

Number

Weighted

Weighted Average

Number

Weighted

Outstanding

Average

Exercise Price

Exercisable

Average

at 9/30/2014

Remaining

at 9/30/2014

Exercise Price

Contractual Life

0.05-0.25

5,218,107

4.2 Years

0.09

4, 905,607

0.08

STOCK_OPTIONS_Tables

STOCK OPTIONS (Tables)

9 Months Ended

Sep. 30, 2014

Other Liabilities Disclosure [Abstract]

Schedule of Stock Options

Option

Weighted

Average

Price

Outstanding, December 31, 2013

—

Issued

5,000,000

0.06

Exercised

—

Forfeited

—

Expired

—

Outstanding, September 30, 2014

5,000,000

0.06

Exercisable, September 30, 2014

2,250,000

0.06

Schedule of Key Assumptions

Outstanding

Exercisable

Range of

Number

Weighted

Number

Weighted

Exercise

Outstanding

Average

Exercisable

Average

Prices

Remaining

Exercise

9/30/14

Contractual

Price

9/30/14

Price

Life

0.05-0.08

5,000,000

1.9 Years

0.06

2,250,000

0.06

SUMMARY_OF_SIGNIFICANT_ACCOUNT3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurement (Details) (USD $)	Sep. 30, 2014
Level 1	'
Derivative Liability	'
Level 2	'
Derivative Liability	205,223
Level 3	'
Derivative Liability	'
Total	'
Derivative Liability	$205,223

SUMMARY_OF_SIGNIFICANT_ACCOUNT4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Date of Incorporation	'	'	23-Feb-10	'	'
Cash Equivalents	$0	'	$0	'	$0
Property and Equipment Estimated Useful Life	'	'	'3 years	'	'
Marketing And Advertising Expense	40,532	16,166	73,646	74,039	'
Merger Agmt	'	'	'	'	'
Business Acquisition Date Of Acquisition Agreement	'	'	12-Aug-13	'	'
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	'	'	51,440	'	'
Business Acquisition, Warrants to Purchase exercise price per share	'	'	$0.25	'	'
Business Acquisition, Common Stock Issued	'	'	23,000,000	'	'

PROPERTY_AND_EQUIPMENT_Schedul

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013
Property, Plant and Equipment [Abstract]	'	'	'
Computer Equipment	$8,408	'	$6,446
Property and equipment	25,100	'	22,600
Less: accumulated depreciation	-11,312	'	-3,635
Property and equipment, Net	$22,196	$25,411	$25,411

PROPERTY_AND_EQUIPMENT_Details

PROPERTY AND EQUIPMENT (Details Narrative) (USD $)	9 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) (USD $)	Sep. 30, 2014	Sep. 30, 2013
Property, Plant and Equipment [Abstract]	'	'
Depreciation expense	$7,677	$1,430

INTANGIBLE_ASSETS_Schedule_of_

INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]	'	'
Website design	$34,310	$34,310
Domain name	1,500	1,500
Intangible assets, accumulated amortization	-26,618	-18,064
Intangible assets, net	$9,192	$17,746

INTANGIBLE_ASSETS_Details_Narr

INTANGIBLE ASSETS (Details Narrative) (USD $)	9 Months Ended
INTANGIBLE ASSETS (Details Narrative) (USD $)	Sep. 30, 2014	Sep. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]	'	'
Amortization expense	$8,554	$7,614

Schedule_of_Future_Maturities_

Schedule of Future Maturities (Details) (USD $)	Sep. 30, 2014
Debt Disclosure [Abstract]	'
2015	$1,230,911
2016	30,000
2017	'
2018	51,440
2019	'
Total Future Maturities	$1,312,351

NOTES_PAYABLE_Schedule_of_Debt

NOTES PAYABLE - Schedule of Debt Discount (Details) (USD $)

3 Months Ended

9 Months Ended

11 Months Ended

7 Months Ended

3 Months Ended

9 Months Ended

8 Months Ended

9 Months Ended

7 Months Ended

9 Months Ended

6 Months Ended

9 Months Ended

6 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Feb. 14, 2014

Sep. 30, 2014

Feb. 27, 2014

Sep. 30, 2014

Mar. 15, 2014

Sep. 30, 2014

Mar. 21, 2014

Sep. 30, 2014

Apr. 18, 2014

Sep. 30, 2014

Jun. 24, 2014

Sep. 30, 2014

Dec. 31, 2013

Finiks Capital

Neal

JMJ Financial #1

JMJ Financial #2

Black Mtn Equities

GCEF

Hanover Holdings

KBM Worldwide Convertible Note 2

KBM Worldwide Convertible Note 1

JMJ Financial #3

JMJ Financial #4

Debt Discount Total

Debt Discount

$37,682

$65,000

$3,975

$41,439

$18,795

$30,000

$81,200

$38,000

$32,624

$44,000

$27,500

$253,324

$101,891

Amortization of Debt Discount

82,655

104,236

237,057

117,466

-37,682

-3,975

-41,439

-14,959

-18,904

18,658

-48,275

48,275

-31,276

38,000

-20,131

-7,535

-224,176

Debt Discount, Net

$3,868

$11,096

$32,925

$6,724

$32,624

$23,869

$19,965

$131,039

Schedule_of_Derivative_Liabili

Schedule of Derivative Liabilities (Details) (USD $)

9 Months Ended

1 Months Ended

8 Months Ended

7 Months Ended

6 Months Ended

9 Months Ended

6 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

JMJ Financial #1

JMJ Financial #2

Black Mtn Equities

GCEF

Hanover Holdings

KBM Worldwide

JMJ Financial #3

JMJ Financial #4

Derivative Liabilities Total

Derivative Liability

$88,314

$33,274

$21,111

$49,626

$18,181

$32,624

$43,200

$26,796

$205,223

$121,588

Initial valuation

13,685

82,251

179,454

41,636

32,624

61,319

34,654

431,938

Change in Fair Value of Derivative

($88,314)

($19,589)

($61,140)

($129,828)

($23,455)

($18,119)

($7,858)

($348,303)

NOTES_PAYABLE_Schedule_of_Orig

NOTES PAYABLE - Schedule of Original Issue Discount (Details) (USD $)

3 Months Ended

1 Months Ended

8 Months Ended

7 Months Ended

2 Months Ended

6 Months Ended

3 Months Ended

9 Months Ended

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Feb. 14, 2014

Sep. 30, 2014

Feb. 27, 2014

Sep. 30, 2014

Apr. 18, 2014

Sep. 30, 2014

Jun. 24, 2014

Sep. 30, 2014

Dec. 31, 2013

JMJ Financial #1

JMJ Financial #2

Black Mtn Equities

GCEF

D. Magot

JMJ Financial #3

JMJ Financial #4

Original Issue Discount Total

Original Issue Discount

$3,767

$1,879

$5,000

$25,000

$16,200

$7,500

$2,500

$4,000

$2,500

$30,200

$5,646

Amortization of Original Issue Discount

-3,767

-1,496

-2,644

-9,586

-2,500

-1,830

-685

-22,508

Original Issue Discount, Net

$383

$2,356

$6,614

$2,170

$1,815

$13,338

NOTES_PAYABLE_Details_Narrativ

NOTES PAYABLE (Details Narrative) (USD $)

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

7 Months Ended

9 Months Ended

6 Months Ended

9 Months Ended

6 Months Ended

9 Months Ended

6 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Sep. 24, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 30, 2014

Mar. 31, 2014

Dec. 31, 2014

Sep. 30, 2014

Feb. 14, 2014

Sep. 30, 2014

Feb. 27, 2014

Sep. 30, 2014

Mar. 15, 2014

Sep. 30, 2014

Mar. 21, 2014

Sep. 30, 2014

Apr. 18, 2014

Sep. 30, 2014

Jun. 06, 2014

Sep. 30, 2014

Jun. 24, 2014

Sep. 30, 2014

Jun. 25, 2014

Debt Conversion

Trade Creditor

Trade Creditor Amendment

Promissory Note 1

JMJ Financial

Convertible Promissory Note 3

Convertible Promissory Note 1

Convertible Promissory From Lender

Asher Enterprises Inc 1

JMJ Financial #2

Asher Enterprises Inc

Chiles Valley LLC

Black Mtn Equities

GCEF

Asher Enterprises Inc 2

Hanover Holdings

KBM Worldwide Convertible Note 1

JMJ Financial #3

KBM Worldwide Convertible Note 2

Promissory Note 2

JMJ Financial #4

KBM Worldwide Convertible Note 3

Debt Instrument Issuance Date

12-Aug-13

29-Jun-12

5-Nov-13

12-Jun-13

23-Sep-13

1-Nov-13

4-Nov-13

25-Nov-13

9-Dec-13

8-Jan-14

13-Feb-14

26-Feb-14

3-Mar-14

14-Mar-14

20-Mar-14

17-Apr-14

5-Jun-14

19-Jun-14

23-Jun-14

25-Jun-14

Debt Instrument

$488,489

$10,000

$400,000

$30,000

$16,000

$70,000

$42,500

$32,500

$20,000

$250,000

$72,500

$37,500

$38,000

$42,500

$40,000

$32,500

$15,000

$27,500

$32,500

Principal Balance

491,465

812,249

63,000

18,475

23,600

81,200

31,400

Interest Rate

8.00%

12.00%

9.00%

8.00%

12.00%

8.00%

12.00%

8.00%

Default Interest Rate

18.00%

Maturity Date

31-May-14

12-Aug-13

27-Aug-14

10-Oct-14

5-Dec-14

31-Dec-14

Maturity Period

'5 years

'2 years

'1 year

'7 days

Additional borrowings

8,006

5,000

Debt Instrument, conversion price per share

$0.10

$0.08

$0.04

Debt Instrument Date of First Required Payment

10-Jul-12

Debt Instrument Monthly Payments

15,000

22,000

Interest expense

43,041

59,021

146,222

60,438

16,164

18,904

27,808

31,276

20,131

7,535

Amortization of Debt Discount

82,655

104,236

237,057

117,466

69,772

52,211

-14,959

-18,904

18,658

-48,275

48,275

-31,276

38,000

-20,131

-7,535

Debt Instrument Discount

270,502

55,000

18,795

30,000

81,200

38,000

32,624

44,000

32,624

27,500

Debt Discount, Net

3,868

11,096

32,925

6,724

32,624

23,869

32,624

19,965

Repayment of Debt Instrument

3,000

20,000

Accrued interest

4,667

88,124

951

1,700

2,889

1,300

3,000

1,500

1,358

708

Accrued interest, current

123,931

24,954

39,255

278,962

2,463

1,279

5,696

2,468

1,565

9,777

805

3,611

698

Debt Instrument Fee

5,000

Derivative liability

205,223

121,588

129,184

37,173

82,251

179,454

41,636

32,624

61,319

34,654

Gain (Loss) on Fair Value of Instrument

183,877

3,636

25,321

13,685

42,514

21,111

49,626

18,181

43,200

26,796

Conversion feature

488,489

Issuance of warrants

400,000

Fair value of warrants

14,034

Initial advance

50,000

25,000

Original Issue Discount

40,000

6,700

1,879

5,000

25,000

16,200

7,500

4,000

2,500

Common stock issued for conversion of debt

269,136

6,414

6,400

39,000

6,600

Equity Issuance Date

26-Feb-14

Shares Issued for Services

5,000,000

Shares Issued for Services, Value

260,000

Maket Value, price per share

$0.05

$0.01

Loss on conversion of debt

34,447

Shares Issued for Fee, Amount

1,000,000

Shares Issued for Fee, Value

$5,100

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Note receivable, related party	$129,571	'	$129,571	'	$483
Convertible notes payable, current, discounts	131,039	'	131,039	'	60,234
Interest expense	43,041	59,021	146,222	60,438	'
Notes payable, related party	96,516	'	96,516	'	16,360
Revenue	158,365	12,286	221,413	46,321	'
Services Rendered 8	'	'	'	'	'
Equity Issuance Date	'	'	10-Jan-14	'	'
Shares Issued for Services	'	'	5,350,000	'	'
Shares Issued for Services, Value	'	'	204,905	'	'
Maket Value, price per share	'	'	$0.04	'	'
Services Rendered 9	'	'	'	'	'
Equity Issuance Date	'	'	12-Feb-14	'	'
Shares Issued for Services	'	'	1,250,000	'	'
Shares Issued for Services, Value	'	'	50,000	'	'
Maket Value, price per share	'	'	$0.04	'	'
StrategicIR	'	'	'	'	'
Debt Instrument	65,000	'	65,000	'	'
Accrued interest	'	'	3,879	'	'
Maket Value, price per share	'	'	$0.01	'	'
Debt Instrument Transfer Date	'	'	19-Jan-14	'	'
Shares Issued for Conversion	'	'	10,000,000	'	'
Promissory Note	'	'	'	'	'
Debt Instrument Issuance Date	'	'	23-May-13	'	'
Debt Instrument	10,000	'	10,000	'	'
Principal Balance	0	'	0	'	'
Interest Rate	12.00%	'	12.00%	'	'
Maturity Date	'	'	21-Aug-13	'	'
Additional loan to company	'	'	15,000	'	'
Forbearance Fees	'	'	2,200	'	'
Conv Prom Note Darren Magot	'	'	'	'	'
Debt Instrument Issuance Date	'	'	27-Jan-14	'	'
Debt Instrument	40,000	'	40,000	'	'
Interest Rate	8.00%	'	8.00%	'	'
Maturity Period	'	'	'180 days	'	'
Accrued interest	'	'	1,989	'	'
Repayment of Debt Instrument	'	'	3,000	'	'
Loan Origination Fee	'	'	2,500	'	'
Cash Advance	'	'	'	'	'
Notes payable, related party	59,516	'	59,516	'	'
Related Parties	'	'	'	'	'
Revenue	'	'	61,808	'	'
Finiks Capital	'	'	'	'	'
Debt Instrument Issuance Date	'	'	1-Feb-13	'	'
Debt Instrument	65,000	'	65,000	'	'
Interest Rate	5.00%	'	5.00%	'	'
Debt Instrument, conversion price per share	$0.01	'	$0.01	'	'
Debt Instrument Discount	65,000	'	65,000	'	37,682
Interest expense	'	'	$27,318	'	'

STOCKHOLDERS_DEFICIT_Details_N

STOCKHOLDERS DEFICIT (Details Narrative) (USD $)

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

7 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Oct. 08, 2014

Sep. 30, 2014

Feb. 27, 2014

Sep. 30, 2014

StrategicIR

GCEF

Services Rendered 1

Debt Conversion

Services Rendered 2

Services Rendered 3

Services Rendered 4

Services Rendered 5

Services Rendered 6

Note Conversion

Services Rendered 7

Services Rendered 8

Services Rendered 9

Services Rendered 10

Services Rendered 11

Note Conversion JMJ

Note Conversion JMJ #2

Note Conversion Asher

Note Conversion Asher #2

Note Conversion Asher #3

Magna Equities

Black Mtn Equities

Note Conversion #3

Preferred Stock, Par Value

$0.00

Preferred Stock, Shares Authorized

8,500,000

Preferred Stock, Issued and outstanding

Series A Preferred Stock, Par Value

$0.00

Series A Preferred Stock, Shares Authorized

1,500,000

Series A Preferred Stock, Issued and outstanding

1,173,041

Common Stock, Par Value

$0.00

Common Stock, Shares Authorized

440,000,000

2,990,000,000

Common Stock, Issued and outstanding

261,258,000

113,740,949

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

Equity Issuance Date

26-Feb-14

15-May-13

16-Sep-13

1-Nov-13

7-Nov-13

1-Dec-13

9-Dec-14

2-Jan-14

10-Jan-14

12-Feb-14

26-Feb-14

1-Mar-14

Shares Issued for Services

5,000,000

446,500

2,000,000

2,222,222

3,000,000

500,000

1,000,000

3,500,000

5,350,000

1,250,000

7,000,000

750,000

Shares Issued for Services, Value

$260,000

$31,256

$170,000

$177,778

$225,000

$15,050

$39,800

$98,000

$204,905

$50,000

$364,000

$43,500

Maket Value, price per share

$0.01

$0.05

$0.07

$0.09

$0.08

$0.03

$0.04

$0.03

$0.04

$0.05

$0.06

Deferred stock compensation

-328,370

-186,749

16,124

73,500

244,791

31,417

Debt Instrument Issuance Date

26-Feb-14

12-Aug-13

10-Dec-13

22-Sep-14

Date of Conversion

10-Jun-13

16-Sep-14

17-Sep-14

27-Mar-14

Debt Instrument

65,000

72,500

5,000

61,160

6,414

42,500

32,500

37,500

6,600

6,400

10,622

Accrued interest, current

123,931

24,954

1,062

1,700

1,300

1,500

Convertible Debt Instrument, accrued interest

190

Convertible Debt Instrument, Conversion price

$0.04

$0.01

Convertible Debt Instrument, shares

10,000,000

5,000,000

750,000

16,400,000

8,900,000

9,442,857

17,705,747

43,625,207

8,000,000

1,593,240

Debt Instrument, Gain (Loss) on Conversion

-24,660

25,321

42,514

34,447

Loss on issuance of debt

-15,000

-275,000

-260,000

Common stock issued for conversion of debt

269,136

Common stock, issued

3,266,667

Common stock, proceeds

$62,000

WARRANTS_Schedule_of_Warrants_

WARRANTS - Schedule of Warrants (Details) (USD $)	9 Months Ended
WARRANTS - Schedule of Warrants (Details) (USD $)	Sep. 30, 2014
Notes to Financial Statements	'
Beginning Balance, Issued Warrants	718,107
Beginning Balance, Average Exercise Price	$0.21
Issued, Warrants	4,500,000
Issued, Average Exercise Price	$0.07
Exercised, Warrants	'
Exercised, Average Exercise Price	'
Expired/Cancelled Warrants	'
Expired/Cancelled Average Exercise Price	'
Forfeited, Warrants	'
Forfeited, Average Exercise Price	'
Ending Balance, Issued Warrants	5,218,107
Ending Balance, Average Exercise Price	$0.09
Exercisable, Warrants	4,905,607
Exercisable, Average Exercise Price	$0.08

WARRANTS_Schedule_of_Key_Assum

WARRANTS - Schedule of Key Assumptions of Warrants (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Notes to Financial Statements	'	'
Range of Exercise Prices, Low	$0.05	'
Range of Exercise Prices, High	$0.25	'
Ending Balance, Issued Warrants	5,218,107	718,107
Ending Balance, Average Exercise Price	$0.09	$0.21
Weighted Average Remaining Contractual Life	'P4Y2M	'
Exercisable, Warrants	4,905,607	'
Exercisable, Average Exercise Price	$0.08	'

WARRANTS_Details_Narrative

WARRANTS (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
WARRANTS (Details Narrative) (USD $)	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Stock based compensation	$250,483	$170,000	$948,306	$170,000
Warrent Issued 1	'	'	'	'
Date Of Warrant	'	'	12-Aug-13	'
Warrants Issued	'	'	51,440	'
Warrants Fair Value	'	'	3,975	'
Warrant expected life	'	'	'5 years	'
Warrent Issued 2	'	'	'	'
Date Of Warrant	'	'	2-Nov-13	'
Warrants Issued	'	'	400,000	'
Warrants Fair Value	'	'	14,034	'
Warrant expected life	'	'	'3 years	'
Warrent Issued 3	'	'	'	'
Date Of Warrant	'	'	2-Nov-13	'
Warrants Issued	'	'	266,667	'
Warrants Fair Value	'	'	17,580	'
Warrant expected life	'	'	'3 years	'
Warrent Issued 4	'	'	'	'
Date Of Warrant	'	'	2-Jan-14	'
Warrants Issued	'	'	1,000,000	'
Warrants Fair Value	'	'	24,544	'
Warrant expected life	'	'	'5 years	'
Stock based compensation	'	'	18,408	'
Warrent Issued 5	'	'	'	'
Date Of Warrant	'	'	2-Jan-14	'
Warrants Issued	'	'	1,000,000	'
Warrants Fair Value	'	'	26,123	'
Warrant expected life	'	'	'7 years	'
Stock based compensation	'	'	19,592	'
Warrent Issued 6	'	'	'	'
Date Of Warrant	'	'	12-Feb-14	'
Warrants Issued	'	'	2,000,000	'
Warrants Fair Value	'	'	56,586	'
Warrant expected life	'	'	'5 years	'
Stock based compensation	'	'	35,930	'
Warrent Issued 7	'	'	'	'
Date Of Warrant	'	'	17-Feb-14	'
Warrants Issued	'	'	500,000	'
Warrants Fair Value	'	'	$15,561	'
Warrant expected life	'	'	'3 years	'

STOCK_OPTIONS_Schedule_of_Stoc

STOCK OPTIONS - Schedule of Stock Options (Details) (USD $)	9 Months Ended
STOCK OPTIONS - Schedule of Stock Options (Details) (USD $)	Sep. 30, 2014
Other Liabilities Disclosure [Abstract]	'
Beginning Balance, number of shares	'
Beginning Balance, weighted average exercise price	'
Options Issued	5,000,000
Options Issued, weighted average exercise price	$0.06
Ending Balance, number of shares	5,000,000
Ending Balance, weighted average exercise price	0.06
Exercisable Options	2,250,000
Exercisable Options, weighted average exercise price	$0.06

STOCK_OPTIONS_Schedule_of_Key_

STOCK OPTIONS - Schedule of Key Assumptions of Stock Options (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Other Liabilities Disclosure [Abstract]	'	'
Range of Exercise Prices, Low	$0.05	'
Range of Exercise Prices, High	$0.08	'
Ending Balance, number of shares	5,000,000	'
Ending Balance, weighted average exercise price	0.06	'
Weighted Average Remaining Contractual Life	'1 year 9 months	'
Exercisable, Options	2,250,000	'
Exercisable Options, weighted average exercise price	$0.06	'

STOCK_OPTIONS_Details_Narrativ

STOCK OPTIONS (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
STOCK OPTIONS (Details Narrative) (USD $)	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Options Issued	'	'	5,000,000	'
Stock based Compensation	$250,483	$170,000	$948,306	$170,000
CEO	'	'	'	'
Date of Option	'	'	13-Feb-14	'
Options Issued	'	'	4,000,000	'
Option Description	'	'	'	'

			The options allow for cashless exercise and will vest at a rate of 500,000 options per each fiscal quarter, beginning with the conclusion of the first fiscal quarter during the term of the agreement.
Options Fair Value	'	'	133,984	'
Stock based Compensation	'	'	45,676	'
Director	'	'	'	'
Date of Option	'	'	1-Jan-14	'
Options Issued	'	'	1,000,000	'
Option Description	'	'	'	'

			The options allow for cashless exercise and will vest at a rate of 250,000 options per each fiscal quarter, beginning with the conclusion of the first fiscal quarter during the term of the agreement.
Options Fair Value	'	'	72,725	'
Stock based Compensation	'	'	$45,453	'

COMMITMENTS_Details_Narrative

COMMITMENTS (Details Narrative) (USD $)	9 Months Ended
COMMITMENTS (Details Narrative) (USD $)	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]	'
Monthly rent	$2,500
Rent expense	$26,467

GOING_CONCERN_Details_Narrativ

GOING CONCERN (Details Narrative) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'	'
Working capital deficit	$2,004,259	'
Accumulated deficit	($4,488,179)	($2,358,670)

SUBSEQUENT_EVENTS_Details_Narr

SUBSEQUENT EVENTS (Details Narrative) (USD $)

Oct. 08, 2014

Oct. 07, 2014

Sep. 30, 2014

Dec. 31, 2013

Nov. 14, 2014

Sep. 30, 2014

Nov. 14, 2014

KBM Worldwide Conversion

Note Conversion JMJ #3

Black Mtn Equities Conversion

GCEF Conversion

KBM Worldwide #2

MCKEA Holdings

GCEF To WHC Capital

GCEF To Beaufort

Debt Instrument

$19,200

$17,514

$10,380

$1,471

$32,500

$198,654

$20,000

Convertible Debt Instrument, shares

74,815,454

58,500,000

24,500,000

14,705,000

Debt Instrument Issuance Date

24-Sep-14

7-Oct-14

9-Oct-15

6-Nov-14

Class B Convertible Preferred Stock, Authorized

1,000,000

Common Stock, Shares Authorized

2,990,000,000

440,000,000

Class B Convertible Preferred Stock, Issued and Outstanding

1,000,000

Interest Rate

12.00%

Maturity Date

9-Dec-15

Debt Instrument Description

On November 13, 2014, we entered into a Securities Exchange and Settlement Agreement with Beaufort. Under this agreement, the $20,000 in debt may be exchanged for shares of our common stock at either: (A) the lesser of (i) $0.0001, or (ii) 50% of our common stock price, if our common stock price falls below $0.00049 per share, or (B) 50% of our common stock price if our common stock price remains above $0.0005 during the applicable pricing period.