Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Apr. 07, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Entity Registrant Name | 'GEI GLOBAL ENERGY CORP. | ' |
Entity Central Index Key | '0001492850 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 44,814,969 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | $14,921 | $97 |
Prepaid rent (Note 10) | 20,300 | ' |
Total Current Assets | 35,221 | 97 |
Property and Equipment, net (Note 3) | 163,574 | 3,328 |
Total Assets | 198,795 | 3,425 |
Current Liabilities | ' | ' |
Accounts payable | 327,614 | 313,261 |
Accrued liabilities | 274,639 | 278,288 |
Due to related party (Note 4) | 252,500 | 97,945 |
Advances received (Note 7) | 664,500 | ' |
Convertible notes payable (Note 6) | 500,000 | 608,000 |
Notes payable (Note 5) | 30,000 | 62,004 |
Total Current Liabilities | 2,049,253 | 1,359,498 |
Convertible note payable (Note 6) | ' | 20,000 |
Total Liabilities | 2,049,253 | 1,379,498 |
Going Concern (Note 1) | ' | ' |
Commitments (Note 10) | ' | ' |
Subsequent Events (Note 12) | ' | ' |
Stockholders' Deficit: | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 2,500 issued and outstanding as of September 30, 2013 | 50,000 | ' |
Common stock, $0.001 par value, 800,000,000 shares authorized; 118,250 issued and outstanding as of September 30, 2013 (Note 8) | 118 | 1 |
Additional paid in capital | 200,595 | ' |
Deficit accumulated during development stage | -2,101,172 | -1,376,074 |
Total Stockholders' Deficit | -1,850,459 | -1,376,073 |
Total Liabilities and Stockholders' Deficit | $198,795 | $3,425 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $) | Sep. 30, 2013 |
BALANCE SHEETS [Abstract] | ' |
Preferred stock, par value | $0.00 |
Preferred shares authorized | 10,000,000 |
Preferred stock, shares issued | 2,500 |
Preferred stock, shares outstanding | 2,500 |
Common stock, par value | $0.00 |
Common stock, shares authorized | 800,000,000 |
Common stock, shares issued | 118,250 |
Common stock, shares outstanding | 118,250 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' |
REVENUE | ' | ' | ' | ' |
OPERATING EXPENSES: | ' | ' | ' | ' |
Selling, general, and administrative (Note 9) | 154,675 | 1,174 | 308,317 | 5,172 |
Depreciation | 4,150 | 383 | 6,721 | 1,148 |
Total operating expenses | 158,825 | 1,557 | 315,037 | 6,320 |
OTHER EXPENSES | ' | ' | ' | ' |
Interest expense (Note 5 and 6) | 15,393 | 19,706 | 49,439 | 59,117 |
Total other expenses | 15,393 | 19,706 | 49,439 | 59,117 |
NET LOSS AND COMPREHENSIVE LOSS | $174,218 | $21,263 | $364,477 | $65,437 |
NET LOSS PER COMMON SHARE: | ' | ' | ' | ' |
Basic and diluted | $1.83 | $0.28 | $4.45 | $0.69 |
Weighted average common shares outstanding, basic and diluted | 95,200 | 75,150 | 81,932 | 95,200 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($364,477) | ($65,437) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation | -6,721 | -1,148 |
Changes in operating assets and liabilities: | ' | ' |
Increase (Decrease) in Prepaid Rent | -20,300 | ' |
Accounts payable and accrued liabilities | 26,221 | ' |
Related party note payable | ' | ' |
Net cash used in operating activities | -351,835 | -64,289 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Investment in equipment and tenant improvements | -166,967 | ' |
Net cash used in investing activities | -166,967 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Note payable | ' | 39,411 |
Receipt from advances receivable | 664,500 | ' |
Advances from related party | 2,500 | ' |
Repayment to related party | -97,945 | ' |
Repayment of debt | -35,429 | ' |
Net cash provided by financing activities | 533,626 | 39,411 |
INCREASE (DECREASE) IN CASH | 14,824 | -24,878 |
CASH, BEGINNING OF PERIOD | 97 | 14,155 |
CASH, END OF PERIOD | 14,921 | 10,158 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
Description_of_Business_and_Go
Description of Business and Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Description of Business and Going Concern [Abstract] | ' |
DESCRIPTON OF BUSINESS AND GOING CONCERN | ' |
NOTE 1 – DESCRIPTON OF BUSINESS AND GOING CONCERN | |
GEI Global Energy Corp., formerly Sigma Minerals Corp. (the “Company”) was incorporated in the State of Nevada on April 28, 2010. The Company’s principal business activity is the construction and sale of fuel cell auxiliary electric power generation systems for residential, commercial, military, and industrial electric applications. These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at September 30, 2013, the Company has a working capital deficiency of $2,014,032 and has accumulated losses of $2,101,172 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis_of_Presentation_of_Inter
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract] | ' |
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation of Interim Financial Statements | |
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In management’s opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2012 have been omitted; this report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2012 included within Form 8-K as filed with the Securities and Exchange Commission. | |
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Energy Innovations, Inc. (see Note 11). | |
On December 12, 2013, the Company completed a 200 for 1 common share consolidation; the share consolidation has been retroactively applied to all common share, weighted average common share, and loss per common share disclosures. | |
Recent Accounting Pronouncements | |
The Company has evaluated all other recent accounting pronouncements and determined that they would not have a material impact on the Company’s financial statements or disclosures. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||||||||||
NOTE 3 – PROPERTY AND EQUIPMENT | |||||||||||||||||
Cost | Accumulated | Sept. 30, 2013 | December 31, | ||||||||||||||
$ | Depreciation | Net Carrying | 2012 | ||||||||||||||
$ | Value | Net Carrying | |||||||||||||||
$ | Value | ||||||||||||||||
$ | |||||||||||||||||
Computer hardware | 4,323 | 4,323 | - | 124 | |||||||||||||
Equipment | 21,182 | 21,155 | 27 | 3,204 | |||||||||||||
Furniture and fixtures | 23,653 | 1,380 | 22,273 | - | |||||||||||||
Demonstration equipment | 105,151 | - | 105,151 | - | |||||||||||||
Computer software | 392 | 392 | - | - | |||||||||||||
Leasehold improvements | 38,163 | 2,040 | 36,123 | - | |||||||||||||
192,864 | 29,290 | 163,574 | 3,328 | ||||||||||||||
As at September 30, 2013, demonstration equipment was under construction and was 20% complete. | |||||||||||||||||
During the nine-month period ended September 30, 2013 and year ended December 31, 2012, the Company recorded no impairment write-downs on the property and equipment. |
Due_to_Related_Party
Due to Related Party | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
DUE TO RELATED PARTY [Abstract] | ' | ||||||||
DUE TO RELATED PARTY | ' | ||||||||
NOTE 4 – DUE TO RELATED PARTY | |||||||||
Sept. 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Advances from related party | 2,500 | 97,945 | |||||||
Promissory note due to related party | 250,000 | - | |||||||
Dated – August 15, 2013 | |||||||||
Total amounts payable | $ | 252,500 | $ | 97,945 | |||||
Advances - As at September 30, 2013 the Company owed $2,500 (December 31, 2012 - $97,945) for cash advances received from the President of the Company, which is non-interest bearing, unsecured, and due on demand. | |||||||||
Promissory Note - On August 15, 2013, the Company signed a share purchase agreement with Suja Minerals Corp. (“Suja”), a public company incorporated in Nevada, United States, according to which Suja has acquired 100% of the outstanding shares of the Company for $250,000 and 15,000,000 (75,000 post-split) shares of common stock and 2,500 shares of Series A Convertible Super-Voting Preferred Stock issued to the President (see Note 11). As at September 30, 2013, $250,000 is due to the President. The amount is non-interest bearing, unsecured and has no fixed terms of trepayments. |
Notes_Payable
Notes Payable | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
CONVERTIBLE NOTES PAYABLE [Abstract] | ' | ||||||||
NOTES PAYABLE | ' | ||||||||
NOTE 5 – NOTES PAYABLE | |||||||||
The Company had the following notes payable outstanding as of September 30, 2013 and December 31, 2012: | |||||||||
Sept 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Kristy Thurber (N-1) | $ | 30,000 | $ | 30,000 | |||||
Dated – December 15, 2010 | |||||||||
City of Flint (N-2) | - | 32,004 | |||||||
Dated – July 15, 2010 | |||||||||
Total notes payable | $ | 30,000 | $ | 62,004 | |||||
N-1 Kristy Thurber: On December 15, 2010, the Company entered into a promissory note agreement with Kristy Thurber Investments for the amount of $30,000. The loan bears interest at 3% per annum and is due on December 15, 2012. During the year ended December 31, 2012, the Company accrued interest of $900. During the nine months ended September 30, 2013, the Company accrued interest of $900. At September 30, 2013, the Company owes accrued interest of $2,700 and the remaining principal balance is $30,000. The Company converted this debt and accrued interest for 1,000,000 common shares of the Company on December 15, 2013. | |||||||||
N-2 City of Flint: On July 15, 2010, the Company entered into a promissory note agreement with the Economic Development Corporation of the City of Flint (“EDC”) for the amount of $43,391. The loan bears interest at 5.25% per annum and is due on July 1, 2013. The loan is to be repaid in 36 installments commencing August 1, 2010. If the interest and principal are not paid during the calendar month in which an installment is due, the Company shall pay the EDC a late charge penalty of two percent of the amount due. During the year ended December 31, 2010, the Company repaid principal of $5,712 and interest of $815. During the year ended December 31, 2011, the Company repaid principal of $5,675, interest of $570 and accrued interest of $1,327. During the year ended December 31, 2012, the Company repaid principal of $nil, interest of $nil and accrued interest of $1,994. The Company repaid the debt by the nine months ended September 30, 2013. |
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
CONVERTIBLE NOTES PAYABLE [Abstract] | ' | ||||||||
CONVERTIBLE NOTES PAYABLE | ' | ||||||||
NOTE 6 - CONVERTIBLE NOTES PAYABLE | |||||||||
The Company had the following convertible notes payable outstanding as of September 30, 2013 and December 31, 2012: | |||||||||
Sept. 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Note C-1 | $ | - | $ | 20,000 | |||||
Dated – February 4, 2008 | |||||||||
Note C-1 | - | 20,000 | |||||||
Dated - February 4, 2008 | |||||||||
Note C-1 | - | 27,000 | |||||||
Dated - February 4, 2008 | |||||||||
Note C-1 | - | 21,000 | |||||||
Dated - February 4, 2008 | |||||||||
Note C-2 | - | 20,000 | |||||||
Dated – February 15, 2008 | |||||||||
Note C-3 | 250,000 | 250,000 | |||||||
Dated – March 18, 2008 | |||||||||
Note C-4 | 250,000 | 250,000 | |||||||
Dated – August 15, 2008 | |||||||||
Note C-5 | - | 20,000 | |||||||
Dated – August 31, 2011 | |||||||||
Total notes payable | $ | 500,000 | $ | 628,000 | |||||
- | - | ||||||||
Less: current portion | 500,000 | 608,000 | |||||||
Long-term portion | $ | - | $ | 20,000 | |||||
Notes C-1: On February 4, 2008, the Company entered into four convertible promissory note agreements for a total of $88,000. Pursuant to the agreements, the notes bear interest at 8% per annum. The principal balance and all accrued interest was due and payable on February 4, 2011 (the “Maturity Date”) provided that the note holder has given notice to the Company on or after August 4, 2008, but prior to the Maturity Date, demanding full payment of the note as of the Maturity Date. The principal amount and accrued interest shall be converted into shares of common stock of the Company upon the first occurrence of any one of the following events: (i) If the Company has not received a Payoff Notice and no event of default has occurred as of the Maturity Date; (ii) the final closing date of a minimum of $500,000 financing (the“Next Financing Closing”) which results in the Company receiving new capital investment in exchange for the issuance by the Company of a capital interest in the Company; and (iii) immediately prior to the occurrence of any of the following (“Change of Control”): when (1) the Company sells, conveys, or otherwise disposes of all or substantially all of its property or business; or (2) when the Company causes to be registered and sold any of its shares of common stock pursuant to and under a registration statement prepared and filed in compliance with the Federal Securities Act of 1933; or (3) when the Company effects any transaction which results in one or more stockholders who were not stockholders of the Company immediately prior to such transaction owning more than eighty percent (80%) of the voting rights of the Company. The Company shall provide a written notice to the note holder of the occurrence of any such conversion event (“Conversion Notice”). | |||||||||
If conversion occurs at the Next Financing Closing, then the note is convertible into the same type, series, and class of securities issued under the Next Financing Closing. The conversion price shall equal to conversion amount divided by the average price per share received by the Company at the Next Financing Closing, multiplied by 95% if the Next Financing Closing occurs on or before August 4, 2008, 90% if the Next Financing Closing occurs after August 4, 2008 but on or before August 4, 2009, 85% if the Next Financing Closing occurs after August 4, 2008 but on or before February 4, 2010, or 80% if the Next Financing Closing occurs after February 4, 2010. | |||||||||
If the conversion occurs at the Maturity Date or upon a Change of Control, then the conversion price shall be equal to $9.36 per share. | |||||||||
Pursuant to ASC 470-20, “Debt with Conversion and Other Options,” the Company did not allocate any proceeds to the conversion feature at issuance as the value of the conversion feature should not be recognized until the contingency event occurs. The Company also evaluated the conversion feature under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity,” and determined that the conversion feature did not meet the criteria necessary for derivative treatment. | |||||||||
As of the Maturity Date, the Company has not received new capital investment of a minimum of $500,000 or a Payoff Notice from the note holders. Pursuant to the terms of the agreement, the principal amounts and accrued interest were then convertible into common stock of the Company. The Company determined that there was no beneficial conversion feature as the fair value of common stock of the Company is below the conversion price of $9.36. | |||||||||
On July 13, 2013, the Company agreed to convert the principal balance of $88,000 and $38,584 of accrued interest into 412,501 (2,063 post-split) shares of common stock of the Company at $0.3069 per share. | |||||||||
Note C-2: On February 15, 2008, the Company entered into a convertible promissory note agreement for $20,000. Pursuant to the agreement, the note bears interest at 8% per annum. The principal balance and all accrued interest was due and payable on February 15, 2011 (the “Maturity Date”) provided that the note holder has given notice to the Company on or after August 15, 2008, but prior to the Maturity Date, demanding full payment of the note as of the Maturity Date. The principal amount and accrued interest shall be converted into common stock of the Company upon the first occurrence of any one of the following events: (i) If the Company has not received a Payoff Notice and no event of default has occurred as of the Maturity Date; (ii) the final closing date of a minimum of $500,000 financing (the “Next Financing Closing”) which results in the Company receiving new capital investment in exchange for the issuance by the Company of a capital interest in the Company; and (iii) immediately prior to the occurrence of any of the following (“Change of Control”): when (1) the Company sells, conveys, or otherwise disposes of all or substantially all of its property or business; or (2) when the Company causes to be registered and sold any of its shares of common stock pursuant to and under a registration statement prepared and filed in compliance with the Federal Securities Act of 1933; or (3) when the Company effects any transaction which results in one or more stockholders who were not stockholders of the Company immediately prior to such transaction owning more than eighty percent (80%) of the voting rights of the Company. The Company shall provide a written notice to the note holder of the occurrence of any such conversion event (“Conversion Notice”). | |||||||||
If conversion occurs at the Next Financing Closing, then the note is convertible into the same type, series, and class of securities issued under the Next Financing Closing. The conversion price shall equal to conversion amount divided by the average price per share received by the Company at the Next Financing Closing, multiplied by 95% if the Next Financing Closing occurs on or before August 15, 2008, 90% if the Next Financing Closing occurs after August 15, 2008 but on or before August 15, 2009, 85% if the Next Financing Closing occurs after August 15, 2008 but on or before February 15, 2010, or 80% if the Next Financing Closing occurs after February 15, 2010. | |||||||||
If the conversion occurs at the Maturity Date or upon a Change of Control, then the conversion price shall be equal to $9.36 per share. | |||||||||
Pursuant to ASC 470-20, “Debt with Conversion and Other Options,” the Company did not allocate any proceeds to the conversion feature at issuance as the value of the conversion feature should not be recognized until the contingency event occurs. The Company also evaluated the conversion feature under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity,” and determined that the conversion feature did not meet the criteria necessary for derivative treatment. | |||||||||
As of the Maturity Date, the Company has not received new capital investment of a minimum of $500,000 or a Payoff Notice from the note holder. Pursuant to the terms of the agreement, the principal amount and accrued interest was then convertible into shares of common stock of the Company. The Company determined that there was no beneficial conversion feature as the fair value of common stock of the Company is below the conversion price of $9.36. | |||||||||
On July 13, 2013, the Company agreed to convert the principal balance of $20,000 and $2,298 of accrued interest into 93,750 (468 post-split) shares of common stock of the Company at $0.2378 per share. | |||||||||
Note C-3: On March 18, 2008, the Company entered into a convertible promissory note agreement for $250,000. Pursuant to the agreement, the note bears interest at 8% per annum. The principal balance and all accrued interest was due and payable on March 18, 2011 (the “Maturity Date”) provided that the note holder has given written notice to the Company on or after September 18, 2010, but prior to the Maturity Date, demanding full payment of this note as of the Maturity Date (the “Payoff Notice”). The principal amount and accrued interest shall be converted into common stock of the Company upon the first to occur of the following events and the Company shall provide a written notice to the note holder of the occurrence of any such conversion event (“Conversion Notice”): (i) If the Company has not received a Payoff Notice and no event of default has occurred as of the Maturity Date; (ii) the final closing date of a minimum of $500,000 financing (the “Next Financing Closing”) which results in the Company receiving new capital investment in exchange for the issuance by the Company of a capital interest in the Company; and (iii) immediately prior to the occurrence of any of the following (“Change of Control”): when (1) the Company sells, conveys, or otherwise disposes of all or substantially all of its property or business; or (2) when the Company causes to be registered and sold any of its shares of common stock pursuant to and under a registration statement prepared and filed in compliance with the Federal Securities Act of 1933; or (3) when the Company effects any transaction which results in one or more stockholders who were not stockholders of the Company immediately prior to such transaction owning more than sixty-five percent (65%) of the voting rights of the Company. | |||||||||
If conversion occurs at the Next Financing Closing, then the note is convertible into the same type, series, and class of securities issued under the Next Financing Closing. The conversion price shall equal to conversion amount divided by the average price per share received by the Company at the Next Financing Closing, multiplied by 95% if the Next Financing Closing occurs on or before September 18, 2008, 90% if the Next Financing Closing occurs after September 18, 2008 but on or before September 18, 2009, 85% if the Next Financing Closing occurs after September 18, 2009 but on or before March 18, 2010, or 80% if the Next Financing Closing occurs after March 18, 2010. | |||||||||
If the conversion occurs at the Maturity Date or upon a Change of Control, then the conversion price shall be equal to $9.36 ($1,872 post-split) per share. | |||||||||
Pursuant to ASC 470-20, “Debt with Conversion and Other Options,” the Company did not allocate any proceeds to the conversion feature at issuance as the value of the conversion feature should not be recognized until the contingency event occurs. The Company also evaluated the conversion feature under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity,” and determined that the conversion feature did not meet the criteria necessary for derivative treatment. | |||||||||
As of the Maturity Date, the Company has not received new capital investment of a minimum of $500,000 or a Payoff Notice from the note holder. Pursuant to the terms of the agreement, the principal amount and accrued interest was then convertible into common stock of the Company. The Company determined that there was no beneficial conversion feature as the fair value of common stock of the Company is below the conversion price of $9.36 ($1,872 post-split) per share. At September 30, 2013, the promissory note has not been repaid or converted. | |||||||||
Note C-4: On August 15, 2008, the Company entered into a secured convertible promissory note agreement for $250,000. The convertible promissory note, which was due on September 1, 2010, bears interest at the rate of 9% per annum. In the event the note is not repaid or converted on or prior to September 1, 2010 or after an event of default, the rate of interest applicable to the unpaid principal amount shall increase to 15% per annum. Pursuant to the agreement, the holder of the note has the right to convert upon written notice to the Company the principal then due under the note on the following terms: (i) automatically into the Company’s next issued series of preferred stock for not less than $1,500,000 at the per share price. Interest will either be paid or converted at the option of the holder; or (ii) in the event that the conversion in (i) does not occur by August 30, 2010, then the holder will have the option of converting the note into the requisite number of units of the Company’s preferred stock. The conversion price will be determined by the Company immediately prior to the time of conversion. | |||||||||
The conversion price will be determined through (i) or (ii) below at the option of the Company: | |||||||||
i). The per share value of each share of preferred stock will equal to the result of the following formula: (1) six times the average earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the Company for the 2008 and 2009 fiscal years, divided by the product of (1) by the number of preferred stock issued and outstanding. | |||||||||
ii). The fair market value of each share of preferred stock as of August 30, 2010. The fair market value of the preferred stock shall be determined by a qualified appraiser jointly selected by the Company and the note holder. | |||||||||
Pursuant to ASC 470-20, “Debt with Conversion and Other Options,” the Company did not allocate any proceeds to the conversion feature at issuance as the value of the conversion feature should not be recognized until the contingency event occurs. The Company also evaluated the conversion feature under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity,” and determined that the conversion feature did not meet the criteria necessary for derivative treatment. | |||||||||
As of August 30, 2010, the Company had not completed a financing of a minimum of $1,500,000 and the note holder did not contact the Company to determine the fair market value of the preferred stock or demand payment. At September 30, 2013, the promissory note has not been repaid or converted. | |||||||||
Note C-5: On August 31, 2011, the Company entered into a convertible promissory note agreement for $20,000. Pursuant to the agreement, the note bears interest at 6% per annum. The principal balance and all accrued interest is due and payable on August 31, 2014 (the “Maturity Date”) provided that the note holder has given notice to the Company on or after February 28, 2014, but prior to the Maturity Date, demanding full payment of the note as of the Maturity Date. The principal amount and accrued interest shall be converted into shares of common stock of the Company upon the first occurrence of any one of the following events: (i) If the Company has not received a Payoff Notice and no event of default has occurred as of the Maturity Date; (ii) the final closing date of a minimum of $500,000 financing (the “Next Financing Closing”) which results in the Company receiving new capital investment in exchange for the issuance by the Company of a capital interest in the Company; and (iii) immediately prior to the occurrence of any of the following (“Change of Control”): when (1) the Company sells, conveys, or otherwise disposes of all or substantially all of its property or business; or (2) when the Company causes to be registered and sold any of its shares of common stock pursuant to and under a registration statement prepared and filed in compliance with the Federal Securities Act of 1933; or (3) when the Company effects any transaction which results in one or more stockholders who were not stockholders of the Company immediately prior to such transaction owning more than eighty percent (80%) of the voting rights of the Company. The Company shall provide a written notice to the note holder of the occurrence of any such conversion event (“Conversion Notice”). | |||||||||
If conversion occurs at the Next Financing Closing, then the note is convertible into the same type, series, and class of securities issued under the Next Financing Closing. The conversion price shall equal to conversion amount divided by the average price per share received by the Company at the Next Financing Closing, multiplied by 95% if the Next Financing Closing occurs on or before February 29, 2012, 90% if the Next Financing Closing occurs after February 29, 2012 but on or before February 28, 2013, 85% if the Next Financing Closing occurs after February 28, 2013 but on or before August 31, 2013, or 80% if the Next Financing Closing occurs after August 31, 2013. | |||||||||
If the conversion occurs at the Maturity Date or upon a Change of Control, then the conversion price shall be equal to $9.36 ($1,872 post-split) per share. | |||||||||
Pursuant to ASC 470-20, “Debt with Conversion and Other Options,” the Company did not allocate any proceeds to the conversion feature at issuance as the value of the conversion feature should not be recognized until the contingency event occurs. The Company also evaluated the conversion feature under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity,” and determined that the conversion feature did not meet the criteria necessary for derivative treatment. | |||||||||
On July 13, 2013, the Company agreed to convert the principal balance of $20,000 and $8,780 of accrued interest into 93,750 (469 post-split) shares of common stock of the Company at $0.3070 per share. | |||||||||
During the nine-months ended September 30, 2013, the Company recognized in aggregate of $45,715 (2012-$59,117) in interest expense for the convertible notes. |
Advances_Received
Advances Received | 9 Months Ended |
Sep. 30, 2013 | |
Advances Received [Abstract] | ' |
ADVANCES RECEIVED | ' |
NOTE 7 – ADVANCES RECEIVED | |
During the nine months ended September 30, 2013, the Company received $664,500 in advances from Global Energy Innovations Inc., an independent company incorporated in British Columbia, Canada with no contractual affiliation with Global Energy Innovations, Inc (Michigan), or with GEI Global Energy Corp. (Nevada). The final terms of the repayment agreement are currently under negotiation. |
Equity
Equity | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Equity [Abstract] | ' | ||||||
EQUITY | ' | ||||||
NOTE 8 - EQUITY | |||||||
On September 30, 2013, the Company had 118,250 issued and outstanding and the Company had 800,000,000 common shares authorized. | |||||||
Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors. | |||||||
Nine Months Ended September 30, 2013 | |||||||
Stock Cancelled | |||||||
During the nine months ended September 30, 2013, the Company cancelled 57,000 (11,400,000 per-split) shares of common stock as follows: | |||||||
Date | Number of | ||||||
Shares | |||||||
Post-Split | |||||||
24-Jul-13 | 7,000 | ||||||
19-Aug-13 | 50,000 | ||||||
Total | 57,000 | ||||||
Stock Issued in Connection with the Conversion of Debt | |||||||
During the nine months ended September 30, 2013, the Company issued 600,000 (3,000 post-split) shares of common stock valued at $177,061 for the conversion of the principal and accrued interest of debt held by 6 convertible debt holders. The Conversion was based on the market price on the date of grant. The fair values of the shares issued for the conversion of debt was recorded as a reduction in convertible notes payable and accrued interest for the nine months ended September 30, 2013. | |||||||
Date | Number of | Fair Value | |||||
Shares | |||||||
31-Jul-13 | 600,000 (3,000 post-split) | $ | 177,061 | ||||
Total | 600,000 (3,000 post-split) | $ | 177,061 | ||||
12 | |||||||
Stock Issued for Reverse Merger Acquisition | |||||||
In August 6, 2013, the Company issued 15,000,000 (75,000 post-split) common stock of the Company as part of its reverse merger acquisition. The Company also issued 2,500 super majority preferred shares of the Company. See Note 11. | |||||||
Nine Months Ended September 30, 2012 | |||||||
No shares were issued for the nine months ended September 30, 2012. | |||||||
Preferred Stock | |||||||
We are authorized to issue 10,000,000 shares of preferred stock, $0.001 par value per share. The preferred stock may be divided into number of series as our board of directors may determine. Our board of directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly issued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. Currently there are 2,500 shares of Series A Convertible Super-Voting Preferred Stock issued and outstanding. | |||||||
Series A Convertible Super-Voting Preferred Stock | |||||||
Our Board of Directors has designated a series of preferred stock entitled Series A Convertible Super-Voting Preferred Stock. Each of these preferred shares has a common stock conversion rate of 1/1000 of the total issued shares of the common stock of the Purchaser at the time of conversion. Furthermore, these preferred shares will at all times prior to their total conversion have a collective voting right equal to 50.00% of the total outstanding voting power of the corporation. As a result of the issuance to Dr. Berry of 2,500 shares of Series A Convertible Super-Voting Preferred Stock and 15,000,000 (75,000 post-split) shares (of a total 23,650,000 (118,250 post-split) issued and outstanding shares as of 9/30/2013) of the Company’s common stock, Dr. Berry has voting control of the Company, with the voting power to elect the Company’s Board of Directors. | |||||||
Selling_General_and_Administra
Selling General and Administrative | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Selling, General and Administrative [Abstract] | ' | ||||||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE | ' | ||||||||||||||||
NOTE 9 – SELLING, GENERAL AND ADMINISTRATIVE | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Business development | $ | 39,998 | $ | - | $ | 136,251 | $ | 1,150 | |||||||||
Professional fees | 5,001 | - | 27,622 | 500 | |||||||||||||
Rent | 15,225 | 621 | 30,225 | 1,862 | |||||||||||||
Office expense | 18,597 | 553 | 34,589 | 1,658 | |||||||||||||
Management salaries | 75,854 | - | 79,629 | - | |||||||||||||
Selling, general and administrative | $ | 154,675 | $ | 1,174 | $ | 308,316 | $ | 5,170 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2013 | |
Commitments [Abstract] | ' |
COMMITMENTS | ' |
NOTE 10 – COMMITMENTS | |
The Company entered into an agreement with Atlanta Marketing Consultant (“Atlanta”), which commenced on May 15, 2010 where Atlanta will be entitled to a 5% commission of the total amount received by the Company on all business generated as a result of each business arrangement introduced by the efforts of Atlanta. In the event Atlanta is able to assist the Company in the raising of capital through said contacts, Atlanta will be entitled to a one-time consulting fee of 3% to 5% of the amount of capital raised. If the amount of capital raised by the Company is $750,000 or below, Atlanta will receive a 5% consulting fee. If the amount of capital raised is over $750,000 but below $1,500,000, Atlanta will receive in a consulting fee of 4% of monies raised. Any amount of capital raised by the Company exceeding $1,500,000 will result in a consulting fee payment of 3%. All payments will be due on a quarterly basis and paid on the 5th day of the month of each new quarter of the calendar year. The agreement shall not terminate as long as the Company is receiving income or equity positions from parties brought to the Company as a result of Atlanta’s efforts for a period ending 5 years from the first transaction. | |
The Company entered into a service agreement with Troy Spencer (“Spencer”) dated on November 19, 2012 in which Spencer has been engaged to assist the Company in raising capital through said contracts. Spencer will be entitled to a consulting fee of 3% to 10% of the amount of capital raised. If the amount of capital raised by the Company is $750,000 or below, Spencer will receive a 10% consulting fee. If the amount of capital raised is over $750,000 but below $1,500,000, Spencer will receive a consulting fee of 4% of monies raised. Any amount of capital raised by the Company exceeding $1,500,000 will result in a consulting fee payment of 3%. All aforementioned payments will be due within 10 business days after the Company receives funding from an investor. Spencer will receive fee payments for investments from the same investors for a period of 36 months from the initial investment. The agreement shall not terminate as long as the Company is receiving income or equity positions from all aforementioned parties and other potential parties brought to the Company as a result of Spencer’s efforts. | |
On March 2, 2013 the Company entered into a consulting agreement with Earl H. Roberts Limited (“Roberts”). The Company agreed to pay a fee of 10% of the total cash or stock values of business derived from Roberts’ efforts from introductions, for licensing of technologies, or sale of technology. Furthermore, the Company agrees to pay a fee equal to 2% of the equity ownership for technology commercialization partnerships as a result of introductions. Roberts can elect to forgo cash payment for stock in the Company. | |
On May 30, 2013, the Company entered into a lease agreement for Engineering and Office Rental Space with Trialon Corporation for a period of one year commencing on July 1, 2013 to June 30, 2014. The monthly lease rate is $5,075. The Company has paid a security deposit of $5,075 and the first six-month rent of $30,450 in June 2013. Rent consideration for January 1, 2014 to June 30, 2014 will be payable on January 1, 2014. |
Reverse_Acquisition
Reverse Acquisition | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Reverse Acquisition [Abstract] | ' | ||||
REVERSE ACQUISITION | ' | ||||
NOTE 11 – REVERSE ACQUISITION | |||||
On August 15, 2013, Global Energy Innovation Inc. (“GEI”) signed a share purchase agreement (the “Acquisition”) with Suja Minerals Corp. (“Suja”), a public company incorporated in Nevada, United States, according to which Suja has acquired 100% of the 9,000,000 outstanding shares of GEI for $250,000 and 15,000,000 (75,000 post-split) shares of common stock of Suja and 2,500 shares of Series A Convertible Super-Voting Preferred Stock of Suja. In addition, the Company’s President received a right to a royalty of 2.5% of sales up to $100,000,000 per year and 1.5% of sales over $100,000,000 per year for 10 years. | |||||
For accounting purposes, the Acquisition has been treated as a reverse recapitalization, rather than a business combination. Accordingly for accounting purposes GEI is considered the acquirer and surviving entity in the reverse recapitalization. The accompanying historical financial statements prior to the Acquisition are those of GEI. | |||||
The consolidated financial statements present the previously issued shares of Suja common stock as having been issued pursuant to the Acquisition on August 15, 2013, with the consideration received for such issuance being the consideration payable and the estimated fair value of Suja shares issued, based on the number of equity interest GEI would have had to issue to give Suja the same percentage equity interest in the combined entity that results from the reverse acquisition. The excess of the consideration issued over the net assets of Suja is recognized as deficit. As at the date of the acquisition Suja was in a net liability position. | |||||
$ | |||||
Cash payable | 250,000 | ||||
Preferred shares issued | 50,000 | ||||
Common shares issued | 139,000 | ||||
Total consideration | 439,000 | ||||
Net liabilities acquired | |||||
Liabilities assumed | (159,924 | ) | |||
Liabilities forgiven on acquisition | (122,452 | ) | |||
Net liabilities acquired | 37,572 | ||||
Adjustment to deficit | 476,572 | ||||
The shares of common stock of Suja issued to GEI’s stockholders in the Acquisition are presented as having been outstanding since the original issuance of the shares. The adjustment to the share capital has been retroactively applied to all share, weighted average share, and loss per share disclosures. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 12– SUBSEQUENT EVENTS | |
In accordance with the Subsequent Events Topic of the FASB ASC 855, Management has evaluated subsequent events to April 08, 2014, and has determined that the following events are reasonably likely to impact the financial statements: | |
On November 4, 2013 the Company issued 2,762 of its common stock for proceeds of $67,500. | |
On November 12, 2013 the Company issued 750 of its common stock for consulting services. | |
On December 15, 2013 the Company issued 5,000 of its common stock for conversion of debt and accrued interest of $41,700. | |
On December 12, 2013, the Company completed a 200 for 1 share consolidation (see Note 2). | |
On January 1, 2014 the Company issued 230,000 of its common stock for conversion of debt and accrued interest of $35,000. | |
On January 1, 2014 the Company issued 1,700,000 of its common stock for partial conversion of debt of $50,000. | |
On January 1, 2014 the Company issued 42,757,999 of its common stock for management, consulting and marketing services. |
Basis_of_Presentation_of_Inter1
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract] | ' |
Basis of Presentation of Interim Financial Statements | ' |
Basis of Presentation of Interim Financial Statements | |
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In management’s opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2012 have been omitted; this report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2012 included within Form 8-K as filed with the Securities and Exchange Commission. | |
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Energy Innovations, Inc. (see Note 11). | |
On December 12, 2013, the Company completed a 200 for 1 common share consolidation; the share consolidation has been retroactively applied to all common share, weighted average common share, and loss per common share disclosures. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company has evaluated all other recent accounting pronouncements and determined that they would not have a material impact on the Company’s financial statements or disclosures. | |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
Schedule of property plant and equipment | ' | ||||||||||||||||
Cost | Accumulated | Sept. 30, 2013 | December 31, | ||||||||||||||
$ | Depreciation | Net Carrying | 2012 | ||||||||||||||
$ | Value | Net Carrying | |||||||||||||||
$ | Value | ||||||||||||||||
$ | |||||||||||||||||
Computer hardware | 4,323 | 4,323 | - | 124 | |||||||||||||
Equipment | 21,182 | 21,155 | 27 | 3,204 | |||||||||||||
Furniture and fixtures | 23,653 | 1,380 | 22,273 | - | |||||||||||||
Demonstration equipment | 105,151 | - | 105,151 | - | |||||||||||||
Computer software | 392 | 392 | - | - | |||||||||||||
Leasehold improvements | 38,163 | 2,040 | 36,123 | - | |||||||||||||
192,864 | 29,290 | 163,574 | 3,328 |
Due_to_Related_Party_Tables
Due to Related Party (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
DUE TO RELATED PARTY [Abstract] | ' | ||||||||
Summary of Related Party | ' | ||||||||
Sept. 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Advances from related party | 2,500 | 97,945 | |||||||
Promissory note due to related party | 250,000 | - | |||||||
Dated – August 15, 2013 | |||||||||
Total amounts payable | $ | 252,500 | $ | 97,945 | |||||
Notes_Payable_Tables
Notes Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
CONVERTIBLE NOTES PAYABLE [Abstract] | ' | ||||||||
Summary of Notes Payable | ' | ||||||||
Sept 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Kristy Thurber (N-1) | $ | 30,000 | $ | 30,000 | |||||
Dated – December 15, 2010 | |||||||||
City of Flint (N-2) | - | 32,004 | |||||||
Dated – July 15, 2010 | |||||||||
Total notes payable | $ | 30,000 | $ | 62,004 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
CONVERTIBLE NOTES PAYABLE [Abstract] | ' | ||||||||
Schedule of Long-term Debt Instruments | ' | ||||||||
Sept. 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Note C-1 | $ | - | $ | 20,000 | |||||
Dated – February 4, 2008 | |||||||||
Note C-1 | - | 20,000 | |||||||
Dated - February 4, 2008 | |||||||||
Note C-1 | - | 27,000 | |||||||
Dated - February 4, 2008 | |||||||||
Note C-1 | - | 21,000 | |||||||
Dated - February 4, 2008 | |||||||||
Note C-2 | - | 20,000 | |||||||
Dated – February 15, 2008 | |||||||||
Note C-3 | 250,000 | 250,000 | |||||||
Dated – March 18, 2008 | |||||||||
Note C-4 | 250,000 | 250,000 | |||||||
Dated – August 15, 2008 | |||||||||
Note C-5 | - | 20,000 | |||||||
Dated – August 31, 2011 | |||||||||
Total notes payable | $ | 500,000 | $ | 628,000 | |||||
- | - | ||||||||
Less: current portion | 500,000 | 608,000 | |||||||
Long-term portion | $ | - | $ | 20,000 |
Equity_Tables
Equity (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Equity [Abstract] | ' | ||||||
Schedule of common stock cancelled | ' | ||||||
Date | Number of | ||||||
Shares | |||||||
Post-Split | |||||||
24-Jul-13 | 7,000 | ||||||
19-Aug-13 | 50,000 | ||||||
Total | 57,000 | ||||||
Fair value of shares issued conversion debt | ' | ||||||
Date | Number of | Fair Value | |||||
Shares | |||||||
31-Jul-13 | 600,000 (3,000 post-split) | $ | 177,061 | ||||
Total | 600,000 (3,000 post-split) | $ | 177,061 | ||||
Selling_General_and_Administra1
Selling General and Administrative (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Selling, General and Administrative [Abstract] | ' | ||||||||||||||||
Schedule of components of selling, general and administrative expenses | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Business development | $ | 39,998 | $ | - | $ | 136,251 | $ | 1,150 | |||||||||
Professional fees | 5,001 | - | 27,622 | 500 | |||||||||||||
Rent | 15,225 | 621 | 30,225 | 1,862 | |||||||||||||
Office expense | 18,597 | 553 | 34,589 | 1,658 | |||||||||||||
Management salaries | 75,854 | - | 79,629 | - | |||||||||||||
Selling, general and administrative | $ | 154,675 | $ | 1,174 | $ | 308,316 | $ | 5,170 |
Reverse_Acquisition_Tables
Reverse Acquisition (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Reverse Acquisition [Abstract] | ' | ||||
Schedule of net liability position | ' | ||||
$ | |||||
Cash payable | 250,000 | ||||
Preferred shares issued | 50,000 | ||||
Common shares issued | 139,000 | ||||
Total consideration | 439,000 | ||||
Net liabilities acquired | |||||
Liabilities assumed | (159,924 | ) | |||
Liabilities forgiven on acquisition | (122,452 | ) | |||
Net liabilities acquired | 37,572 | ||||
Adjustment to deficit | 476,572 | ||||
Description_of_Business_and_Go1
Description of Business and Going Concern (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Description of Business and Going Concern [Abstract] | ' | ' |
Working capital deficiency | $2,014,032 | ' |
Retained Earnings (Accumulated Deficit) | ($2,101,172) | ($1,376,074) |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | $192,864 | ' |
Accumulated Depreciation | 29,290 | ' |
Property, Plant and Equipment, Net | 163,574 | 3,328 |
Computer Hardware [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 4,323 | ' |
Accumulated Depreciation | 4,323 | ' |
Property, Plant and Equipment, Net | ' | 124 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 21,182 | ' |
Accumulated Depreciation | 21,155 | ' |
Property, Plant and Equipment, Net | 27 | 3,204 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 23,653 | ' |
Accumulated Depreciation | 1,380 | ' |
Property, Plant and Equipment, Net | 22,273 | ' |
Demonstration Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 105,151 | ' |
Accumulated Depreciation | ' | ' |
Property, Plant and Equipment, Net | 105,151 | ' |
Computer Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 392 | ' |
Accumulated Depreciation | 392 | ' |
Property, Plant and Equipment, Net | ' | ' |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 38,163 | ' |
Accumulated Depreciation | 2,040 | ' |
Property, Plant and Equipment, Net | $36,123 | ' |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) | Sep. 30, 2013 |
Property, Plant and Equipment [Abstract] | ' |
Construction completed percentage | 20.00% |
Due_to_Related_Party_Details
Due to Related Party (Details) (USD $) | Sep. 30, 2013 | Jul. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 |
DUE TO RELATED PARTY [Abstract] | ' | ' | ' | ' |
Advances from related party | $2,500 | ' | $97,945 | ' |
Promissory note due to related party Dated - August 15, 2013 | 250,000 | 26,723 | ' | 26,723 |
Total amounts payable | $252,500 | ' | $97,945 | ' |
Due_to_Related_Party_Details_T
Due to Related Party (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||
Aug. 15, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Oct. 05, 2012 | Oct. 15, 2012 | Aug. 15, 2012 | Mar. 15, 2012 | Dec. 15, 2010 | Aug. 09, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | |
Post Split [Member] | Suja Minerals Corp [Member] | Suja Minerals Corp [Member] | Suja Minerals Corp [Member] | |||||||||||||
Common Stock [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||
Due To Related Party (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash advances received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($2,500) | ($97,945) | ' | ' | ' | ' | ' |
Notes payable - related party | ' | 26,723 | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | 26,723 | ' | ' | ' | ' |
Maturity date | ' | 31-Jul-14 | 30-Apr-14 | 15-Oct-13 | 15-Oct-13 | 15-Aug-13 | 15-Mar-13 | 15-Dec-12 | 30-Apr-13 | 15-Aug-13 | ' | ' | ' | ' | ' | ' |
Percentage of shares acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Cash payments for entity | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' | ' |
Number of shares issued in acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | 2,500 | 15,000,000 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 15, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 15, 2010 |
Kristy Thurber [Member] | Kristy Thurber [Member] | Kristy Thurber [Member] | City Of Flint [Member] | City Of Flint [Member] | City Of Flint [Member] | |||
Total notes payable | $30,000 | $62,004 | $30,000 | $30,000 | $30,000 | ' | $32,004 | $43,391 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | Oct. 05, 2012 | Oct. 15, 2012 | Aug. 15, 2012 | Mar. 15, 2012 | Dec. 15, 2010 | Aug. 09, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 15, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 15, 2010 | Dec. 15, 2013 | Jul. 15, 2010 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Sep. 30, 2013 | |
Kristy Thurber [Member] | Kristy Thurber [Member] | Kristy Thurber [Member] | Kristy Thurber [Member] | City Of Flint [Member] | City Of Flint [Member] | City Of Flint [Member] | City Of Flint [Member] | City Of Flint [Member] | ||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Promissory note face value | ' | ' | ' | ' | ' | ' | ' | ' | $30,000 | $62,004 | ' | $30,000 | $30,000 | $30,000 | ' | $43,391 | $32,004 | ' | ' | ' |
Interest rate | 0.01% | 0.05% | 0.05% | 0.05% | 0.05% | 0.05% | ' | 5.00% | ' | ' | 0.08% | ' | ' | 3.00% | ' | 5.25% | ' | ' | ' | ' |
Accrued interest payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900 | 900 | ' | ' | ' | 1,994 | 1,327 | ' | ' |
Meturity date | 31-Jul-14 | 30-Apr-14 | 15-Oct-13 | 15-Oct-13 | 15-Aug-13 | 15-Mar-13 | 15-Dec-12 | 30-Apr-13 | 15-Aug-13 | ' | ' | ' | ' | ' | ' | 1-Jul-13 | ' | ' | ' | ' |
Debt converted into common stock | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Installment terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The loan is to be repaid in 36 installments commencing August 1, 2010. | ' | ' | ' | ' |
Debt principal payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,675 | 5,712 | ' |
Debt interest paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $570 | $815 | ' |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | $500,000 | $628,000 |
Less: current portion | 500,000 | 608,000 |
Long-term portion | ' | 20,000 |
Note C-1 Dated - February 4, 2008 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | ' | 20,000 |
Note C-1 One Dated - February 4, 2008 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | ' | 20,000 |
Note C-1 Two Dated - February 4, 2008 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | ' | 27,000 |
Note C-1 Three Dated - February 4, 2008 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | ' | 21,000 |
Note C-2 Four Dated - February 15, 2008 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | ' | 20,000 |
Note C-3 Five Dated - March 18, 2008 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | 250,000 | 250,000 |
Note C-4 Dated - August 15, 2008 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | 250,000 | 250,000 |
Note C-5 Dated - August 31, 2011[Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | ' | $20,000 |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details Textual) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | Oct. 05, 2012 | Oct. 15, 2012 | Aug. 15, 2012 | Mar. 15, 2012 | Dec. 15, 2010 | Aug. 09, 2010 | Sep. 30, 2013 | Apr. 15, 2012 | Jun. 15, 2011 | Jun. 15, 2011 | Jul. 13, 2013 | Feb. 04, 2008 | Sep. 30, 2013 | Jul. 13, 2013 | Jul. 13, 2013 | Feb. 15, 2008 | Sep. 30, 2013 | Jul. 13, 2013 | Mar. 18, 2008 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 15, 2013 | Sep. 30, 2013 | Jul. 13, 2013 | Aug. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 30, 2010 | Jul. 13, 2013 | Sep. 30, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | Notes C-1 [Member] | Notes C-1 [Member] | Notes C-1 [Member] | Notes C-1 [Member] | Notes C-2 [Member] | Notes C-2 [Member] | Notes C-2 [Member] | Notes C-2 [Member] | Notes C-3 [Member] | Notes C-3 [Member] | Notes C-3 [Member] | Notes C-4 [Member] | Notes C-4 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | |||
USD ($) | USD ($) | USD ($) | Post Split [Member] | USD ($) | USD ($) | USD ($) | Post Split [Member] | USD ($) | USD ($) | Post Split [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Post Split [Member] | Post Split [Member] | ||||||||||||||
USD ($) | USD ($) | |||||||||||||||||||||||||||||||
Convertible Notes Payable (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes bear interest rate per annum | 0.01% | 0.05% | 0.05% | 0.05% | 0.05% | 0.05% | ' | 5.00% | ' | 0.08% | ' | ' | ' | ' | 8.00% | ' | ' | ' | 8.00% | ' | ' | 8.00% | ' | ' | 9.00% | ' | ' | 6.00% | ' | ' | ' | ' |
Debt Instrument, Maturity Date | 31-Jul-14 | 30-Apr-14 | 15-Oct-13 | 15-Oct-13 | 15-Aug-13 | 15-Mar-13 | 15-Dec-12 | 30-Apr-13 | 15-Aug-13 | ' | ' | ' | ' | ' | 4-Feb-11 | ' | ' | ' | 15-Feb-11 | ' | ' | 18-Mar-11 | ' | ' | ' | ' | ' | 31-Aug-14 | ' | ' | ' | ' |
Conversion Price, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.36 | ' | ' | ' | $9.36 | ' | ' | $9.36 | $1,872 | ' | ' | ' | ' | $9.36 | ' | ' | ' | $1,872 |
Convert the principal balance, Amount | $10,536 | $13,362 | $4,000 | $7,440 | $9,420 | $15,000 | ' | $8,400 | ' | $430 | $26,723 | 26,000 | $88,000 | ' | ' | ' | $20,000 | ' | ' | ' | ' | ' | ' | ' | ' | $20,000 | ' | ' | ' | ' | ' | ' |
Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,584 | ' | ' | ' | 2,298 | ' | ' | ' | ' | ' | ' | ' | ' | 8,780 | ' | ' | ' | ' | ' | ' |
Common stock per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.31 | ' | $9.36 | ' | $0.24 | ' | $9.36 | ' | ' | $9.36 | $1,872 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prior to the Maturity Date, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The principal amount and accrued interest shall be converted into shares of common stock of the Company upon the first occurrence of any one of the following events: (i) If the Company has not received a Payoff Notice and no event of default has occurred as of the Maturity Date; (ii) the final closing date of a minimum of $500,000 financing (the ''Next Financing Closing'') which results in the Company receiving new capital investment in exchange for the issuance by the Company of a capital interest in the Company; and (iii) immediately prior to the occurrence of any of the following (''Change of Control''): when (1) the Company sells, conveys, or otherwise disposes of all or substantially all of its property or business; or (2) when the Company causes to be registered and sold any of its shares of common stock pursuant to and under a registration statement prepared and filed in compliance with the Federal Securities Act of 1933; or (3) when the Company effects any transaction which results in one or more stockholders who were not stockholders of the Company immediately prior to such transaction owning more than eighty percent (80%) of the voting rights of the Company. | ' | ' | ' | 'The principal amount and accrued interest shall be converted into common stock of the Company upon the first occurrence of any one of the following events: (i) If the Company has not received a Payoff Notice and no event of default has occurred as of the Maturity Date; (ii) the final closing date of a minimum of $500,000 financing (the "Next Financing Closing'') which results in the Company receiving new capital investment in exchange for the issuance by the Company of a capital interest in the Company; and (iii) immediately prior to the occurrence of any of the following ("Change of Control''): when (1) the Company sells, conveys, or otherwise disposes of all or substantially all of its property or business; or (2) when the Company causes to be registered and sold any of its shares of common stock pursuant to and under a registration statement prepared and filed in compliance with the Federal Securities Act of 1933; or (3) when the Company effects any transaction which results in one or more stockholders who were not stockholders of the Company immediately prior to such transaction owning more than eighty percent (80%) of the voting rights of the Company. | ' | ' | 'The principal amount and accrued interest shall be converted into common stock of the Company upon the first to occur of the following events and the Company shall provide a written notice to the note holder of the occurrence of any such conversion event ("Conversion Notice"): (i) If the Company has not received a Payoff Notice and no event of default has occurred as of the Maturity Date; (ii) the final closing date of a minimum of $500,000 financing (the ''Next Financing Closing'') which results in the Company receiving new capital investment in exchange for the issuance by the Company of a capital interest in the Company; and (iii) immediately prior to the occurrence of any of the following (''Change of Control''): when (1) the Company sells, conveys, or otherwise disposes of all or substantially all of its property or business; or (2) when the Company causes to be registered and sold any of its shares of common stock pursuant to and under a registration statement prepared and filed in compliance with the Federal Securities Act of 1933; or (3) when the Company effects any transaction which results in one or more stockholders who were not stockholders of the Company immediately prior to such transaction owning more than sixty-five percent (65%) of the voting rights of the Company. | ' | ' | ' | ' | ' | 'The principal amount and accrued interest shall be converted into shares of common stock of the Company upon the first occurrence of any one of the following events: (i) If the Company has not received a Payoff Notice and no event of default has occurred as of the Maturity Date; (ii) the final closing date of a minimum of $500,000 financing (the ''Next Financing Closing'') which results in the Company receiving new capital investment in exchange for the issuance by the Company of a capital interest in the Company; and (iii) immediately prior to the occurrence of any of the following (''Change of Control''): when (1) the Company sells, conveys, or otherwise disposes of all or substantially all of its property or business; or (2) when the Company causes to be registered and sold any of its shares of common stock pursuant to and under a registration statement prepared and filed in compliance with the Federal Securities Act of 1933; or (3) when the Company effects any transaction which results in one or more stockholders who were not stockholders of the Company immediately prior to such transaction owning more than eighty percent (80%) of the voting rights of the Company. | ' | ' | ' | ' |
Next Financing Closing, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The conversion price shall equal to conversion amount divided by the average price per share received by the Company at the Next Financing Closing, multiplied by 95% if the Next Financing Closing occurs on or before August 4, 2008, 90% if the Next Financing Closing occurs after August 4, 2008 but on or before August 4, 2009, 85% if the Next Financing Closing occurs after August 4, 2008 but on or before February 4, 2010, or 80% if the Next Financing Closing occurs after February 4, 2010. | ' | ' | ' | 'The conversion price shall equal to conversion amount divided by the average price per share received by the Company at the Next Financing Closing, multiplied by 95% if the Next Financing Closing occurs on or before August 15, 2008, 90% if the Next Financing Closing occurs after August 15, 2008 but on or before August 15, 2009, 85% if the Next Financing Closing occurs after August 15, 2008 but on or before February 15, 2010, or 80% if the Next Financing Closing occurs after February 15, 2010. | ' | ' | 'The conversion price shall equal to conversion amount divided by the average price per share received by the Company at the Next Financing Closing, multiplied by 95% if the Next Financing Closing occurs on or before September 18, 2008, 90% if the Next Financing Closing occurs after September 18, 2008 but on or before September 18, 2009, 85% if the Next Financing Closing occurs after September 18, 2009 but on or before March 18, 2010, or 80% if the Next Financing Closing occurs after March 18, 2010. | ' | ' | ' | ' | ' | 'The conversion price shall equal to conversion amount divided by the average price per share received by the Company at the Next Financing Closing, multiplied by 95% if the Next Financing Closing occurs on or before February 29, 2012, 90% if the Next Financing Closing occurs after February 29, 2012 but on or before February 28, 2013, 85% if the Next Financing Closing occurs after February 28, 2013 but on or before August 31, 2013, or 80% if the Next Financing Closing occurs after August 31, 2013. | ' | ' | ' | ' |
Convertible promissory note agreements, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88,000 | ' | ' | ' | 20,000 | ' | ' | 250,000 | ' | ' | 250,000,000 | ' | ' | 20,000 | ' | ' | ' | ' | ' |
New capital investment, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | 500,000 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' |
Common stock shares, Split | ' | ' | ' | ' | ' | ' | ' | ' | 57,000 | ' | ' | ' | 412,501 | ' | ' | 2,063 | 93,750 | ' | ' | 468 | ' | ' | ' | ' | ' | 93,750 | ' | ' | ' | ' | 469 | ' |
Convertible notes, Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,715 | $59,117 | ' | ' | ' |
Unpaid principal amount, Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' |
Right to convert upon written notice terms, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The principal then due under the note on the following terms: (i) automatically into the Company's next issued series of preferred stock for not less than $1,500,000 at the per share price. Interest will either be paid or converted at the option of the holder; or (ii) in the event that the conversion in (i) does not occur by August 30, 2010, then the holder will have the option of converting the note into the requisite number of units of the Company's preferred stock. | ' | ' | ' | ' | ' | ' | ' |
Advances_Received_Details
Advances Received (Details) (USD $) | Sep. 30, 2013 |
Advances Received [Abstract] | ' |
Advance received | $664,500 |
Equity_Details
Equity (Details ) | 9 Months Ended |
Sep. 30, 2013 | |
Number of shares post - split | 57,000 |
July 24, 2013 [Member] | ' |
Number of shares post - split | 7,000 |
August 19, 2013 (Member) | ' |
Number of shares post - split | 50,000 |
Equity_Details_1
Equity (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Debt converted into common stock | 600,000 |
Fair value of convertible debt | $177,061 |
July 31, 2013 (Member) | ' |
Debt converted into common stock | 600,000 |
Fair value of convertible debt | 177,061 |
Post Split [Member] | ' |
Debt converted into common stock | 3,000 |
Fair value of convertible debt | $3,000 |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 06, 2013 | Sep. 30, 2013 | Aug. 06, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Pre Split [Member] | Pre Split [Member] | Post Split [Member] | Post Split [Member] | Post Split [Member] | Post Split [Member] | ||
Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Equity [Textual] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 800,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | 118,250 | ' | ' | ' | 15,000,000 | ' | 75,000 | ' | ' |
Common stock, par value | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares, Cancelled | 57,000 | ' | ' | 11,400,000 | ' | ' | ' | ' | ' |
Debt converted into common stock | 600,000 | ' | ' | ' | ' | 3,000 | ' | ' | ' |
Fair value of convertible debt | $177,061 | ' | ' | ' | ' | $3,000 | ' | ' | ' |
Preferred stock, par value | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred shares authorized | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | 2,500 | 15,000,000 | 23,650,000 | ' | ' | ' | ' | 118,250 | 75,000 |
Preferred Stock, Shares Outstanding | 2,500 | 15,000,000 | 23,650,000 | ' | ' | ' | ' | 118,250 | 75,000 |
Collective voting right, Description | ' | 'These preferred shares will at all times prior to their total conversion have a collective voting right equal to 50.00% of the total outstanding voting power of the corporation. | ' | ' | ' | ' | ' | ' | ' |
Selling_General_and_Administra2
Selling General and Administrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Selling, General and Administrative [Abstract] | ' | ' | ' | ' |
Business development | $39,998 | ' | $136,251 | $1,150 |
Professional fees | 5,001 | ' | 27,622 | 500 |
Rent | 15,225 | 621 | 30,225 | 1,862 |
Office expense | 18,597 | 553 | 34,589 | 1,658 |
Management salaries | 75,854 | ' | 79,629 | ' |
Selling, general and administrative | ($154,675) | ($1,174) | ($308,317) | ($5,172) |
Commitments_Details
Commitments (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||
15-May-10 | 15-May-10 | 15-May-10 | 15-May-10 | Nov. 19, 2012 | Nov. 19, 2012 | Nov. 19, 2012 | Mar. 02, 2013 | 30-May-13 | 15-May-10 | Nov. 19, 2012 | 15-May-10 | Nov. 19, 2012 | |
Atlanta Marketing Consultant [Member] | Atlanta Marketing Consultant [Member] | Atlanta Marketing Consultant [Member] | Atlanta Marketing Consultant [Member] | Troy Spencer [Member] | Troy Spencer [Member] | Troy Spencer [Member] | Earl H. Roberts Limited [Member] | Trialon Corporation [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |
Agreement condition 1 [Member] | Agreement condition 2 [Member] | Agreement condition 3 [Member] | Agreement condition 1 [Member] | Agreement condition 2 [Member] | Agreement condition 3 [Member] | Atlanta Marketing Consultant [Member] | Troy Spencer [Member] | Atlanta Marketing Consultant [Member] | Troy Spencer [Member] | ||||
Other Commitments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of commission received on business | 5.00% | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' |
Percentage of consulting fee on capital received | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | 3.00% | 3.00% | 5.00% | 10.00% |
Commitments description | ' | 'If the amount of capital raised by the Company is $750,000 or below, Atlanta will receive a 5% consulting fee. | 'If the amount of capital raised is over $750,000 but below $1,500,000, Atlanta will receive in a consulting fee of 4% of monies raised. | 'Any amount of capital raised by the Company exceeding $1,500,000 will result in a consulting fee payment of 3%. | 'If the amount of capital raised by the Company is $750,000 or below, Spencer will receive a 10% consulting fee. | 'If the amount of capital raised is over $750,000 but below $1,500,000, Spencer will receive a consulting fee of 4% of monies raised. | 'Any amount of capital raised by the Company exceeding $1,500,000 will result in a consulting fee payment of 3%. | ' | ' | ' | ' | ' | ' |
Agreement Term | 'The agreement shall not terminate as long as the Company is receiving income or equity positions from parties brought to the Company as a result of Atlanta's efforts for a period ending 5 years from the first transaction. | ' | ' | ' | ' | ' | ' | ' | 'Rent consideration for January 1, 2014 to June 30, 2014 will be payable on January 1, 2014. | ' | ' | ' | ' |
Monthly lease rent | ' | ' | ' | ' | ' | ' | ' | ' | $5,075 | ' | ' | ' | ' |
Security deposit | ' | ' | ' | ' | ' | ' | ' | ' | $30,450 | ' | ' | ' | ' |
Reverse_Acquisition_Details
Reverse Acquisition (Details) (USD $) | 0 Months Ended |
Aug. 15, 2013 | |
Reverse Acquisition [Abstract] | ' |
Cash payable | $250,000 |
Preferred shares issued | 50,000 |
Common shares issued | 139,000 |
Total consideration | 439,000 |
Net liabilities acquired | ' |
Liabilities assumed | -159,924 |
Liabilities forgiven on acquisition | -122,452 |
Net liabilities acquired | 37,572 |
Adjustment to deficit | $476,572 |
Reverse_Acquisition_Details_Te
Reverse Acquisition (Details Textual) (USD $) | 0 Months Ended | |
Aug. 15, 2013 | Sep. 30, 2013 | |
Subsequent Event [Line Items] | ' | ' |
Preferred shares authorized | ' | 10,000,000 |
Preferred stock, par value | ' | $0.00 |
Cash payments for entity | $250,000 | ' |
Common stock, shares outstanding | ' | 118,250 |
Global Energy Innovations, Inc. [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Percentage of shares acquired | 100.00% | ' |
Cash payments for entity | 250,000 | ' |
Common stock, shares outstanding | 9,000,000 | ' |
Acquistion description | '10 years | ' |
Global Energy Innovations, Inc. [Member] | Minimum [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Royalty rate | 2.50% | ' |
Royalty rate sales threshold | 100,000,000 | ' |
Global Energy Innovations, Inc. [Member] | Maximum [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Royalty rate | 1.50% | ' |
Royalty rate sales threshold | $100,000,000 | ' |
Common Stock [Member] | Global Energy Innovations, Inc. [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Number of shares issued in acquisition | 15,000,000 | ' |
Common Stock [Member] | Global Energy Innovations, Inc. [Member] | Post Split [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Number of shares issued in acquisition | 75,000 | ' |
Series A Preferred Stock [Member] | Global Energy Innovations, Inc. [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Number of shares issued in acquisition | 2,500 | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | |||
Jan. 01, 2014 | Dec. 15, 2013 | Nov. 04, 2013 | Nov. 12, 2013 | |
Subsequent Event [Member] | ' | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Common stock new issues | ' | ' | 2,762 | ' |
Proceeds from issuance of common stock | ' | ' | $67,500 | ' |
Stock issued during period for consulting services | ' | ' | ' | 750 |
Common stock issued for conversion of debt | 230,000 | 5,000 | ' | ' |
Accrued interest | 35,000 | 41,700 | ' | ' |
Share consolidation description | ' | 'On December 12, 2013, the Company completed a 200 for 1 share consolidation (see Note 2 | ' | ' |
Common stock issued for partial conversion of debt | 1,700,000 | ' | ' | ' |
Common stock issued value for partial conversion of debt | $50,000 | ' | ' | ' |
Common stock issued for management, consulting and marketable securities | 42,757,999 | ' | ' | ' |