Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 21, 2014 | Apr. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Document Type | 'S-1 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Entity Registrant Name | 'GEI GLOBAL ENERGY CORP. | ' | ' |
Entity Central Index Key | '0001492850 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 44,814,969 | ' |
Entity Public Float | ' | ' | $530,000 |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | $5,553 | $97 |
Prepaid rent (Note 10) | 5,075 | ' |
Total Current Assets | 10,628 | 97 |
Property and Equipment, net (Note 3) | 213,177 | 3,328 |
Total Assets | 223,805 | 3,425 |
Current Liabilities | ' | ' |
Accounts payable | 375,951 | 313,261 |
Accrued liabilities | 286,867 | 278,288 |
Due to related party (Note 4) | 249,703 | 97,945 |
Advances received (Note 7) | 674,500 | ' |
Convertible notes payable (Note 6) | 500,000 | 608,000 |
Notes payable (Note 5) | ' | 62,004 |
Total Current Liabilities | 2,087,021 | 1,359,498 |
Convertible notes payable (Note 6) | 6,843 | 20,000 |
Total Liabilities | 2,093,864 | 1,379,498 |
Going Concern (Note 1) | ' | ' |
Commitments (Note 10) | ' | ' |
Subsequent Events (Note 13) | ' | ' |
Stockholders' Deficit: | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 2,500 issued and outstanding as of December 31, 2013 | 50,000 | ' |
Common stock, $0.001 par value, 800,000,000 shares authorized; 126,970 and 30,000 issued and outstanding as of December 31, 2013 and 2012 (Note 8) | 128 | 1 |
Stock issuable | 1,451,838 | ' |
Additional paid in capital | 325,314 | ' |
Deficit accumulated during development stage | -3,697,339 | -1,376,074 |
Total Stockholders' Deficit | -1,870,059 | -1,376,073 |
Total Liabilities and Stockholders' Deficit | $223,805 | $3,425 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
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 | $0.00 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 126,970 | 30,000 |
Common stock, shares outstanding | 126,970 | 30,000 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
STATEMENTS OF OPERATIONS [Abstract] | ' | ' |
REVENUE | ' | ' |
OPERATING EXPENSES: | ' | ' |
Selling, general, and administrative (Note 9) | 442,469 | 6,348 |
Depreciation | 9,839 | 1,530 |
Consulting expense | 1,448,410 | ' |
Total operating expenses | 1,900,718 | 7,878 |
OTHER EXPENSES | ' | ' |
Interest expense (Note 5 and 6) | 79,433 | 78,822 |
Total other expenses | 79,433 | 78,822 |
NET LOSS | 1,980,151 | 86,700 |
Deemed dividends | 3,427 | ' |
NET LOSS AND COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $1,983,578 | $86,700 |
NET LOSS PER COMMON SHARE: | ' | ' |
Basic and diluted | $21.69 | $1.16 |
Weighted average common shares outstanding, basic and diluted | 91,442 | 75,000 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Issuable [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2011 | ($1,289,373) | ' | $1 | ' | ' | ($1,289,374) |
Balance, shares at Dec. 31, 2011 | ' | ' | 30,000 | ' | ' | ' |
Net loss | 86,700 | ' | ' | ' | ' | -86,700 |
Balance at Dec. 31, 2012 | -1,376,073 | ' | 1 | ' | ' | -1,376,074 |
Balance, shares at Dec. 31, 2012 | 30,000 | ' | 30,000 | ' | ' | ' |
Reverse merger (Note 11) | -287,572 | 50,000 | 115 | ' | ' | -337,687 |
Reverse merger (Note 11), Shares | ' | 2,500 | 85,250 | ' | ' | ' |
Common stock issued for the conversion of debt, Shares | ' | ' | 8,000 | ' | ' | ' |
Common stock issued for the conversion of debt | 210,362 | ' | 8 | 210,354 | ' | ' |
Common stock issued for consulting services, Shares | ' | ' | 875 | ' | ' | ' |
Common stock issued for consulting services | 21,350 | ' | 1 | 21,349 | ' | ' |
Rounding shares upon reverse stock split | ' | ' | 83 | ' | ' | ' |
Common stock issued for cash, Shares | ' | ' | 2,762 | ' | ' | ' |
Common stock issued for cash | 67,500 | ' | 3 | 67,497 | ' | ' |
Convertible notes | 26,114 | ' | ' | 26,114 | ' | ' |
Stock issuable for consulting services | -1,448,411 | ' | ' | ' | 1,448,411 | ' |
Deemed dividend for stock issuable for anti-dilution provision | ' | ' | ' | ' | 3,427 | -3,427 |
Net loss | 1,980,151 | ' | ' | ' | ' | -1,980,151 |
Balance at Dec. 31, 2013 | ($1,870,059) | $50,000 | $128 | $325,314 | $1,451,838 | ($3,697,339) |
Balance, shares at Dec. 31, 2013 | 30,000 | 2,500 | 126,970 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | $1,980,151 | $86,700 |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation | 9,839 | 1,530 |
Shares issued for services | 21,350 | ' |
Accretion on convertible note | 2,957 | ' |
Stock issuable for services | 1,448,411 | ' |
Changes in operating assets and liabilities: | ' | ' |
Prepaid rent | -5,075 | -8,559 |
Accounts payable and accrued liabilities | 89,484 | 70,234 |
Net cash used in operating activities | -413,186 | -23,495 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Investment in equipment and tenant improvements | -219,687 | ' |
Net cash used in investing activities | -219,687 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from convertible note | 30,000 | ' |
Proceeds from the sale of common stock | 67,500 | ' |
Receipt from advances receivable | 674,500 | ' |
Advances from related party | 12,500 | 9,437 |
Repayment to related party | -110,742 | ' |
Repayment of debt | -35,429 | ' |
Net cash provided by financing activities | 638,329 | 9,437 |
INCREASE (DECREASE) IN CASH | 5,456 | -14,058 |
CASH, BEGINNING OF YEAR | 97 | 14,155 |
CASH, END OF YEAR | 5,553 | 97 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Interest paid | 1,994 | ' |
Income taxes paid | ' | ' |
Description_of_Business_and_Go
Description of Business and Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Description of Business and Going Concern Disclosure [Abstract] | ' |
DESCRIPTON OF BUSINESS AND GOING CONCERN | ' |
NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN | |
GEI Global Energy Corp., formerly Suja 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 consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. 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 December 31, 2013, the Company has a working capital deficiency of $2,076,393 and has accumulated losses of $3,697,339 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated 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. Subsequent to year-end the Company has entered into an Investment Agreement and a Registration Rights Agreement with Kodiak Capital Group, LLC, in order to establish a possible source of funding up to $10,000,000. |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ' | |
NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | ||
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. | ||
Cash and Cash Equivalents | ||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2013, cash includes cash on hand and cash in the bank and the FDIC insures these deposits up to $250,000. | ||
Impairment of Long-Lived Assets | ||
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Management has assessed the impairment of long-lived assets and noted no impairment. | ||
Income Taxes | ||
The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. | ||
The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, 2013, the Company did not record any liabilities for uncertain tax positions. | ||
Share-Based Compensation | ||
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. | ||
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. We use the Black-Scholes option pricing model as its method in determining fair value. This model is affected by our stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to our expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. | ||
Property, Plant and Equipment | ||
Property and equipment is depreciated on a straight-line basis over its estimated life: | ||
Furniture & fixtures | 5 years | |
Equipment | 5 years | |
Computer software and hardware | 5 years | |
Leasehold improvements | 5 years | |
At December 31, 2013, the Company had $157,872 in demonstration equipment under construction on which no depreciation is taken. | ||
Revenue Recognition | ||
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenues related to fixed-price contracts that provide for development of full-cell generation systems development services are recognized as the service is performed using the percentage of completion method of accounting, under which the total value of revenue is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs (cost to cost method). Revenue from the sale of goods is recognized when the significant risks and rewards of ownership have been transferred, which is considered to occur when title passes to the customer. This generally occurs when product is physically transferred onto a vessel, train, conveyor or other delivery mechanisms. Revenue is measured at the fair value of the consideration received or receivable. | ||
Financial Instruments and Fair Value Measures | ||
ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | ||
Level 1 | ||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | ||
Level 2 | ||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | ||
Level 3 | ||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | ||
The Company’s financial instruments consist principally of cash, accounts payable, advances received, an amount due to a related party, loan payable, convertible note and note payable. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Management does not believe that the Company is subject to significant interest, currency or credit risk arising from these financial instruments. | ||
Use of Estimates | ||
The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We regularly evaluate estimates and assumptions related to useful life and recoverability of long-lived assets, deferred income tax asset valuations, asset retirement obligations, financial instrument valuations, stock-based compensation and loss contingencies. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
Basic and Diluted Net Income (Loss) per Common Share | ||
Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. | ||
Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. | ||
Concentration of Credit Risk | ||
All of the Company’s cash is maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash exceeds amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote. | ||
Recently Issued Accounting Pronouncements | ||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | ||
● Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||
● Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations. | ||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations. | ||
In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on our financial position or results of operations. | ||
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 did not have a material impact on our financial position or results of operations. | ||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill . The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 did not have a material impact on our financial position or results of operations. | ||
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 did not have a material impact on our financial position or results of operations. | ||
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this pronouncement did not have a material impact on our results of operations or financial position. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||||||||||
NOTE 3 – PROPERTY AND EQUIPMENT | |||||||||||||||||
Cost | Accumulated | December 31, | December 31, | ||||||||||||||
$ | Depreciation | 2013 | 2012 | ||||||||||||||
$ | Net Carrying | Net Carrying | |||||||||||||||
Value | Value | ||||||||||||||||
$ | $ | ||||||||||||||||
Computer hardware | 4,323 | 4,323 | - | 124 | |||||||||||||
Equipment | 21,182 | 21,182 | - | 3,204 | |||||||||||||
Furniture and fixtures | 23,653 | 2,761 | 20,892 | - | |||||||||||||
Demonstration equipment | 157,872 | - | 157,872 | - | |||||||||||||
Computer software | 392 | 392 | - | - | |||||||||||||
Leasehold improvements | 38,163 | 3,750 | 34,413 | - | |||||||||||||
245,585 | 32,408 | 213,177 | 3,328 | ||||||||||||||
As at December 31, 2013, demonstration equipment was under construction and therefore no depreciation has been taken. | |||||||||||||||||
During the year ended December 31, 2013 and 2012, the Company recorded no impairment write-downs on the property and equipment. |
Due_to_Related_Party_and_Relat
Due to Related Party and Related Party Transactions | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Due to Related Party and Related Party Transactions [Abstract] | ' | ||||||||
DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS | ' | ||||||||
NOTE 4 – DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Due to the President of the Company | $ | 249,703 | $ | 97,945 | |||||
As at December 31, 2013 the Company owed $249,703 (December 31, 2012 - $97,945) for cash advances received from the President of the Company and the amount payable under the reverse acquisition (see Note 11), which are non-interest bearing, unsecured, and due on demand. |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes Payable [Abstract] | ' | ||||||||
NOTES PAYABLE | ' | ||||||||
NOTE 5 – NOTES PAYABLE | |||||||||
The Company had the following notes payable outstanding as of December 31, 2013 and 2012: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Kristy Thurber (N-1) | $ | - | $ | 30,000 | |||||
Dated – December 15, 2010 | |||||||||
City of Flint (N-2) | - | 32,004 | |||||||
Dated – July 15, 2010 | |||||||||
Total notes payable | $ | - | $ | 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, 2013, the Company accrued interest of $900 (2012: $3,900). During the year ended December 31, 2013, The outstanding principal and interest of $32,700 was assigned to another party. The Company and another party agreed to convert this debt and accrued interest into 5,000 common shares of the Company on December 4, 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. During the year-ended December 31, 2013, the Company repaid the remaining principal and accrued interest. |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Convertible Notes Payable [Abstract] | ' | ||||||||
CONVERTIBLE NOTES PAYABLE | ' | ||||||||
NOTE 6 - CONVERTIBLE NOTES PAYABLE | |||||||||
The Company had the following convertible notes payable outstanding as of December 31, 2013 and 2012: | |||||||||
December 31, | 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 | |||||||||
Note C-6 | |||||||||
Dated – November 8, 2013 (Note $37,375 less Discount $30,532) | 6,843 | - | |||||||
Total notes payable | $ | 506,843 | $ | 628,000 | |||||
Less: current portion of long-term debt | 500,000 | 608,000 | |||||||
Long-term debt | $ | 6,843 | $ | 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 $1,872 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. | |||||||||
On July 13, 2013, the Company and the note holder agreed to convert the principal balance of $88,000 into 2,063 shares of common stock of the Company. | |||||||||
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 $1,872 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. | |||||||||
On July 13, 2013, the Company and the note holder agreed to convert the principal balance of $20,000 into 468 shares of common stock of the Company. | |||||||||
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 $1,872 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. At December 31, 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 December 31, 2013, the promissory note has not been repaid or converted. On January 1, 2014 the Company converted $50,000 of the principal balance for 1,700,000 shares of common stock of the Company (See also Note 13). | |||||||||
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 $1,872 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 into 468 shares of common stock of the Company. | |||||||||
Note C-6: On November 8, 2013, the Company entered into a convertible promissory note with a face value of $37,375 (the “Principal Amount”), which includes $30,000 advanced by the Holder, $2,500 in expenses incurred by the Holder and original issuer discount of $4,875. The Principal Amount outstanding shall be due and payable on the date that is 18 months from the Issuance Date. In addition, pursuant to the convertible promissory note the Company issued 59,325 common stock purchase warrants. Each warrant is exercisable into one common share at a price of $126 per share ($0.63 per share pre-split) for a period of five years. | |||||||||
At any time after the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder (the “Conversion Option”), into such number of fully paid and non-assessable shares of Common Stock (the “Conversion Rate”) as is determined by dividing that portion of the outstanding principal balance under this Note as of such date that the Holder elects to convert by the Conversion Price. The term “Conversion Price” shall mean a 40% discount of the lowest reported sale price of the common stock for the 20 trading days immediately prior to (i) the date of the Purchase Agreement, or (ii) the Voluntary Conversion Date. As of December 31, 2013 this note has not been converted or repaid. | |||||||||
During the year ended December 31, 2013, the Company recognized in aggregate of $48,415 (2012-$59,117) in interest expense for the convertible notes. |
Advances_Received
Advances Received | 12 Months Ended |
Dec. 31, 2013 | |
Advances Received [Abstract] | ' |
ADVANCES RECEIVED | ' |
NOTE 7 – ADVANCES RECEIVED | |
During the year ended December 31, 2013, the Company received $674,500 (December 31, 2012 - $Nil) 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 amounts are non-interest bearing, unsecured and have no fixed terms of repayment. The terms of repayment are currently under negotiation. |
Equity
Equity | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
EQUITY | ' | ||||||||
NOTE 8 – EQUITY | |||||||||
Common Stock | |||||||||
On December 31, 2013 the Company had 126,970 issued and outstanding and the Company had 800,000,000 common shares authorized (See Note 13). | |||||||||
Each share of common stock shall have one (1) vote per share for all purpose subject to the voting rights of the Company’s preferred shares (see below). 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. | |||||||||
Fiscal Year Ended December 31, 2013 | |||||||||
On December 18, 2013 the Company approved a 1 for 200 reverse stock split. | |||||||||
Stock Issued for Services | |||||||||
On November 12, 2013 the Company issued 875 of its common stock for consulting services with an estimated fair value of $21,350 per share and recorded an expense of $21,350. | |||||||||
Stock Issued for Cash | |||||||||
On November 4, 2013 the Company issued 2,762 of its common stock for $67,500. The shares issued are non-dilutable, up to 5% of the issued and outstanding capital stock of the Company. Should these shares be sold or transferred, this provision will cease to be in effect. At December 31, 2013, there are 2,022 shares of common stock issuable for the non-dilution provision. | |||||||||
Stock Cancelled | |||||||||
During the year ended December 31, 2013, the Company cancelled 57,000 shares of common stock as follows: | |||||||||
Date | Number | ||||||||
of Shares | |||||||||
24-Jul-13 | 7,000 | ||||||||
19-Aug-13 | 50,000 | ||||||||
Total | 57,000 | ||||||||
Stock Issued in Connection with the Conversion of Debt | |||||||||
During the year ended December 31, 2013, the Company issued 3,000 shares of common stock valued at $177,662 for the conversion of the principal and accrued interest of debt held by six (6) convertible debt holder. The Company also issued 5,000 shares of common stock valued at $32,700 for the conversion of the principal and accrued interest of debt held by one (1) convertible debt holders. The conversion price was agreed to by the transacting parties. The fair values of the shares of common stock issued for the conversion of debt was recorded as a reduction in convertible notes payable and accrued interest for the year ended December 31, 2013. | |||||||||
Date | Number of | Fair Value | |||||||
Shares | |||||||||
31-Jul-13 | 3,000 | $ | 177,662 | ||||||
4-Dec-13 | 5,000 | $ | 32,700 | ||||||
Total | 8,000 | $ | 210,362 | ||||||
Stock Issued for Reverse Merger Acquisition | |||||||||
On August 15, 2013, the Company issued 75,000 shares of common stock of the Company. The Company also issued 2,500 super voting preferred shares of the Company (see Note 11). | |||||||||
Stock Issuable for Services | |||||||||
At December 31, 2013, the Company had 11,872,817 shares issuable to consultant, officers and directors services performed during the year-ended December 31, 2013, recorded as consulting expenses of $1,448,410. | |||||||||
Fiscal Year Ended December 31, 2012 | |||||||||
No shares were issued for the year ended December 31, 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, held by the President. | |||||||||
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% of the total outstanding voting power of the company. As of December 31, 2013 the President has voting control of the Company, with the voting power to elect the Company’s Board of Directors. | |||||||||
Share Purchase Warrants | |||||||||
Weighted Average | |||||||||
Exercise | |||||||||
Number of | Price | ||||||||
Warrants | $ | ||||||||
Balance, December 31, 2011 and 2012 | - | - | |||||||
Warrants issued with convertible debentures | 297 | 126 | |||||||
Balance, December 31, 2013 | 297 | 126 | |||||||
Details of share purchase warrants outstanding as of December 31, 2013 are: | |||||||||
Number of Warrants Outstanding and Exercisable | |||||||||
Number | Exercise Price per Share | Expiry Date | |||||||
297 | $ | 126 | 8-Nov-19 | ||||||
297 | $ | 126 | |||||||
Selling_General_and_Administra
Selling General and Administrative | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Selling, General and Administrative [Abstract] | ' | ||||||||
SELLING, GENERAL AND ADMINISTRATIVE | ' | ||||||||
NOTE 9 – SELLING, GENERAL, AND ADMINISTRATIVE | |||||||||
Year Ended | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Business development | $ | 147,635 | $ | 1,150 | |||||
Professional fees | 116,029 | 500 | |||||||
Rent | 45,450 | 1,862 | |||||||
Office expense | 30,226 | 2,836 | |||||||
Management salaries | 103,129 | - | |||||||
Selling, general, and administrative | $ | 442,469 | $ | 6,348 | |||||
Commitments
Commitments | 12 Months Ended |
Dec. 31, 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. | |
Currently no capital has been raised from these agreements. |
Reverse_Acquisition
Reverse Acquisition | 12 Months Ended | ||||
Dec. 31, 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. Each share of preferred stock has a conversion rate of 1/1000 of the issued and outstanding common stock and the total carries 50% of the voting rights until converted. 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. | |||||
Upon issuance of additional shares by the Company, the President, at his sole discretion, may be issued additional shares equal to a pro-rata percentage of the additional shares issued by the Company, effectively making these shares non-dilutable. This pro-rata percentage based on shares held by the President at the date of the transaction is 65.2%. Should these shares be sold or transferred, this provision will cease to be in effect. At December 31, 2013, based on the total number of outstanding common shares of 126,970, 26,066 common shares of the Company are issuable to the President. | |||||
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 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 an adjustment to deficit. As at the date of the acquisition Suja was in a net liability position. | |||||
$ | |||||
Preferred shares issued | 50,000 | ||||
Common shares issued | 130,000 | ||||
Total consideration | 180,000 | ||||
Net liabilities acquired | |||||
Liabilities assumed | (159,924 | ) | |||
Liabilities forgiven on acquisition | (122,452 | ) | |||
Net liabilities acquired | 37,572 | ||||
Adjustment to deficit | 217,572 | ||||
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. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
NOTE 12 - INCOME TAXES | |||||||||
The provision (benefit) for income taxes from continued operations for the years ended December 31, 2013 and 2012 consist of the following: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
- | - | ||||||||
Deferred: | |||||||||
Federal | $ | 148,912 | $ | 29,478 | |||||
State | - | - | |||||||
148,912 | 29,478 | ||||||||
Valuation allowance | (148,912 | ) | (29,478 | ) | |||||
Provision benefit for income taxes, net | $ | - | $ | - | |||||
The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Statutory federal income tax rate | (34.0 | %) | (34.0 | %) | |||||
State income taxes and other | 0 | % | 0 | % | |||||
Change in valuation allowance | 34 | % | 34 | % | |||||
Effective tax rate | - | - | |||||||
Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Net operating loss carryforward | 148,912 | 278,076 | |||||||
Valuation allowance | (148,912 | ) | (278,076 | ) | |||||
Deferred income tax asset | $ | - | $ | - | |||||
The Company has a net operating loss carry forward of approximately $437,976 available to offset future taxable income through 2030, subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company lost the Net Operating Loss of $1,042,423 from 2012 in accordance with IRC 382 Change in Control. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized. The Company anticipates it will continue to record a valuation allowance against the losses of certain jurisdictions, primarily federal and state, until such time as we are able to determine it is “more-likely-than-not” the deferred tax asset will be realized. Such position is dependent on whether there will be sufficient future taxable income to realize such deferred tax assets. The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs and expenses by jurisdiction. | |||||||||
Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited in certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The effect of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 13– SUBSEQUENT EVENTS | |
On January 1, 2014 the Company issued 230,000 of its common stock for conversion of debt and accrued interest of $35,000. The conversion was for unpaid salaries to prior officer of the Company. | |
On January 1, 2014 the Company issued 1,700,000 of its common stock for conversion of debt of $50,000 for the reduction of the outstanding principal balance due to Ann Arbor Sparks (see Note 6). | |
On January 1, 2014 the Company issued 42,757,999 of its common stock for officer consideration, consulting and marketing services. | |
On April 11, 2014 the Company amended its Articles of Incorporation and authorized 1,400,000,000 common shares at $0.001 par value. | |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | |
Basis of Presentation | ' | |
Basis of Presentation | ||
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. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2013, cash includes cash on hand and cash in the bank and the FDIC insures these deposits up to $250,000. | ||
Impairment of Long-Lived Assets | ' | |
Impairment of Long-Lived Assets | ||
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Management has assessed the impairment of long-lived assets and noted no impairment. | ||
Income Taxes | ' | |
Income Taxes | ||
The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. | ||
The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, 2013, the Company did not record any liabilities for uncertain tax positions. | ||
Share-Based Compensation | ' | |
Share-Based Compensation | ||
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. | ||
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. We use the Black-Scholes option pricing model as its method in determining fair value. This model is affected by our stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to our expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. | ||
Property, Plant and Equipment | ' | |
Property, Plant and Equipment | ||
Property and equipment is depreciated on a straight-line basis over its estimated life: | ||
Furniture & fixtures | 5 years | |
Equipment | 5 years | |
Computer software and hardware | 5 years | |
Leasehold improvements | 5 years | |
At December 31, 2013, the Company had $157,872 in demonstration equipment under construction on which no depreciation is taken. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenues related to fixed-price contracts that provide for development of full-cell generation systems development services are recognized as the service is performed using the percentage of completion method of accounting, under which the total value of revenue is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs (cost to cost method). Revenue from the sale of goods is recognized when the significant risks and rewards of ownership have been transferred, which is considered to occur when title passes to the customer. This generally occurs when product is physically transferred onto a vessel, train, conveyor or other delivery mechanisms. Revenue is measured at the fair value of the consideration received or receivable. | ||
Financial Instruments and Fair Value Measures | ' | |
Financial Instruments and Fair Value Measures | ||
ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | ||
Level 1 | ||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | ||
Level 2 | ||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | ||
Level 3 | ||
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | ||
The Company’s financial instruments consist principally of cash, accounts payable, advances received, an amount due to a related party, loan payable, convertible note and note payable. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Management does not believe that the Company is subject to significant interest, currency or credit risk arising from these financial instruments. | ||
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We regularly evaluate estimates and assumptions related to useful life and recoverability of long-lived assets, deferred income tax asset valuations, asset retirement obligations, financial instrument valuations, stock-based compensation and loss contingencies. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
Basic and Diluted Net Income (Loss) per Common Share | ' | |
Basic and Diluted Net Income (Loss) per Common Share | ||
Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. | ||
Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. | ||
Concentration of Credit Risk | ' | |
Concentration of Credit Risk | ||
All of the Company’s cash is maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash exceeds amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote. | ||
Recently Issued Accounting Pronouncements | ' | |
Recently Issued Accounting Pronouncements | ||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | ||
● Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||
● Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations. | ||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations. | ||
In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on our financial position or results of operations. | ||
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 did not have a material impact on our financial position or results of operations. | ||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill . The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 did not have a material impact on our financial position or results of operations. | ||
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 did not have a material impact on our financial position or results of operations. | ||
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this pronouncement did not have a material impact on our results of operations or financial position. |
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | |
Property and equipment estimated life | ' | |
Furniture & fixtures | 5 years | |
Equipment | 5 years | |
Computer software and hardware | 5 years | |
Leasehold improvements | 5 years |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
Schedule of property and equipment | ' | ||||||||||||||||
Cost | Accumulated | December 31, | December 31, | ||||||||||||||
$ | Depreciation | 2013 | 2012 | ||||||||||||||
$ | Net Carrying | Net Carrying | |||||||||||||||
Value | Value | ||||||||||||||||
$ | $ | ||||||||||||||||
Computer hardware | 4,323 | 4,323 | - | 124 | |||||||||||||
Equipment | 21,182 | 21,182 | - | 3,204 | |||||||||||||
Furniture and fixtures | 23,653 | 2,761 | 20,892 | - | |||||||||||||
Demonstration equipment | 157,872 | - | 157,872 | - | |||||||||||||
Computer software | 392 | 392 | - | - | |||||||||||||
Leasehold improvements | 38,163 | 3,750 | 34,413 | - | |||||||||||||
245,585 | 32,408 | 213,177 | 3,328 |
Due_to_Related_Party_and_Relat1
Due to Related Party and Related Party Transactions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Due to Related Party and Related Party Transactions [Abstract] | ' | ||||||||
Summary of Related Party Transactions | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Due to the President of the Company | $ | 249,703 | $ | 97,945 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes Payable [Abstract] | ' | ||||||||
Summary of Notes Payable | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Kristy Thurber (N-1) | $ | - | $ | 30,000 | |||||
Dated – December 15, 2010 | |||||||||
City of Flint (N-2) | - | 32,004 | |||||||
Dated – July 15, 2010 | |||||||||
- | - | ||||||||
Total notes payable | $ | - | $ | 62,004 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Convertible Notes Payable [Abstract] | ' | ||||||||
Schedule of convertible notes payable outstanding | ' | ||||||||
December 31, | 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 | |||||||||
Note C-6 | |||||||||
Dated – November 8, 2013 (Note $37,375 less Discount $30,532) | 6,843 | - | |||||||
Total notes payable | $ | 506,843 | $ | 628,000 | |||||
- | - | ||||||||
Less: current portion of long-term debt | 500,000 | 608,000 | |||||||
Long-term debt | $ | 6,843 | $ | 20,000 |
Equity_Tables
Equity (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Schedule of common stock cancelled | ' | ||||||||
Date | Number | ||||||||
of Shares | |||||||||
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 | 3,000 | $ | 177,662 | ||||||
4-Dec-13 | 5,000 | $ | 32,700 | ||||||
Total | 8,000 | $ | 210,362 | ||||||
Summary of share purchase warrants | ' | ||||||||
Weighted Average | |||||||||
Exercise | |||||||||
Number of | Price | ||||||||
Warrants | $ | ||||||||
Balance, December 31, 2011 and 2012 | - | - | |||||||
Warrants issued with convertible debentures | 297 | 126 | |||||||
Balance, December 31, 2013 | 297 | 126 | |||||||
Summary of share purchase warrants outstanding | ' | ||||||||
Number of Warrants Outstanding and Exercisable | |||||||||
Number | Exercise Price per Share | Expiry Date | |||||||
297 | $ | 126 | 8-Nov-19 | ||||||
297 | $ | 126 | |||||||
Selling_General_and_Administra1
Selling General and Administrative (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Selling, General and Administrative [Abstract] | ' | ||||||||
Schedule of components of selling, general and administrative expenses | ' | ||||||||
Year Ended | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Business development | $ | 147,635 | $ | 1,150 | |||||
Professional fees | 116,029 | 500 | |||||||
Rent | 45,450 | 1,862 | |||||||
Office expense | 30,226 | 2,836 | |||||||
Management salaries | 103,129 | - | |||||||
Selling, general, and administrative | $ | 442,469 | $ | 6,348 | |||||
Reverse_Acquisition_Tables
Reverse Acquisition (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Reverse Acquisition [Abstract] | ' | ||||
Schedule of net liability position | ' | ||||
$ | |||||
Preferred shares issued | 50,000 | ||||
Common shares issued | 130,000 | ||||
Total consideration | 180,000 | ||||
Net liabilities acquired | |||||
Liabilities assumed | (159,924 | ) | |||
Liabilities forgiven on acquisition | (122,452 | ) | |||
Net liabilities acquired | 37,572 | ||||
Adjustment to deficit | 217,572 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Provision (benefit) for income taxes from continued operations | ' | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | $ | - | $ | - | |||||
State | - | - | |||||||
- | - | ||||||||
Deferred: | |||||||||
Federal | $ | 148,912 | $ | 29,478 | |||||
State | - | - | |||||||
148,912 | 29,478 | ||||||||
Valuation allowance | (148,912 | ) | (29,478 | ) | |||||
Provision benefit for income taxes, net | $ | - | $ | - | |||||
Federal statutory corporate tax rate and actual income tax expense | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Statutory federal income tax rate | (34.0 | %) | (34.0 | %) | |||||
State income taxes and other | 0 | % | 0 | % | |||||
Change in valuation allowance | 34 | % | 34 | % | |||||
Effective tax rate | - | - | |||||||
Schedule of deferred tax asset and liabilities | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Net operating loss carryforward | 148,912 | 278,076 | |||||||
Valuation allowance | (148,912 | ) | (278,076 | ) | |||||
Deferred income tax asset | $ | - | $ | - | |||||
Description_of_Business_and_Go1
Description of Business and Going Concern (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Description of Business and Going Concern Disclosure [Abstract] | ' | ' |
Working capital deficiency | $2,076,393 | ' |
Accumulated losses | -3,697,339 | -1,376,074 |
Maximum possible source of funding | $10,000,000 | ' |
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Furniture and Fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated life | '5 years |
Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated life | '5 years |
Computer Software [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated life | '5 years |
Leasehold Improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated life | '5 years |
Basis_of_Presentation_and_Sign4
Basis of Presentation and Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Basis Of Presentation And Significant Accounting Policies (Textual) | ' |
Common share consolidation, Description | '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. |
Cash and cash equivalents | $250,000 |
Tax benefit percentage | 50.00% |
Property, Plant and Equipment, Cost | 245,585 |
Demonstration Equipment [Member] | ' |
Basis Of Presentation And Significant Accounting Policies (Textual) | ' |
Property, Plant and Equipment, Cost | $157,872 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | $245,585 | ' |
Accumulated Depreciation | 32,408 | ' |
Property, Plant and Equipment, Net | 213,177 | 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 | 21,182 | ' |
Property, Plant and Equipment, Net | ' | 3,204 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 23,653 | ' |
Accumulated Depreciation | 2,761 | ' |
Property, Plant and Equipment, Net | 20,892 | ' |
Demonstration Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 157,872 | ' |
Accumulated Depreciation | ' | ' |
Property, Plant and Equipment, Net | 157,872 | ' |
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 | 3,750 | ' |
Property, Plant and Equipment, Net | $34,413 | ' |
Due_to_Related_Party_and_Relat2
Due to Related Party and Related Party Transactions (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Due to Related Party and Related Party Transactions [Abstract] | ' | ' |
Due to the President of the Company | $249,703 | $97,945 |
Due_to_Related_Party_and_Relat3
Due to Related Party and Related Party Transactions (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Due To Related Party (Textual) | ' | ' |
Cash advances received from President | $249,703 | $97,945 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 15, 2010 | Dec. 31, 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 | ' | $62,004 | ' | $30,000 | $30,000 | ' | $32,004 | $43,391 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 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 | Aug. 09, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 15, 2012 | Dec. 15, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 04, 2013 | Jul. 15, 2010 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 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 | ' | ' | ' | ' | ' | ' | ' | ' | $62,004 | ' | $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 | 3,900 | ' | ' | 1,994 | 1,327 | ' | ' |
Meturity date | 31-Jul-14 | 30-Apr-14 | 15-Oct-13 | 15-Oct-13 | 15-Aug-13 | 15-Mar-13 | 30-Apr-13 | 15-Aug-13 | ' | ' | 15-Dec-12 | ' | ' | ' | 1-Jul-13 | ' | ' | ' | ' |
Debt converted into common stock | ' | ' | ' | ' | ' | ' | ' | 8,000 | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' |
Payment of loan terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The loan is to be repaid in 36 installments commencing August 1, 2010. | ' | ' | ' | ' |
Debt principal payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,700 | ' | ' | 5,675 | 5,712 | ' |
Debt interest paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $570 | $815 | ' |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | $506,843 | $628,000 |
Less: current portion of long-term debt | 500,000 | 608,000 |
Long-term debt | 6,843 | 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 |
Note C-6 Dated - November 8, 2013 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | $6,843 | ' |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details Textual) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jul. 31, 2013 | Apr. 30, 2013 | Oct. 05, 2012 | Oct. 15, 2012 | Aug. 15, 2012 | Mar. 15, 2012 | Aug. 09, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 15, 2012 | Jun. 15, 2011 | Jun. 15, 2011 | Feb. 04, 2008 | Dec. 31, 2013 | Jul. 13, 2013 | Jul. 13, 2013 | Feb. 15, 2008 | Dec. 31, 2013 | Jul. 13, 2013 | Jul. 13, 2013 | Mar. 18, 2008 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 15, 2013 | Dec. 31, 2013 | Jan. 01, 2014 | Jul. 13, 2013 | Aug. 31, 2011 | Dec. 31, 2013 | Aug. 30, 2010 | Dec. 31, 2013 | Nov. 08, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
USD ($) | USD ($) | USD ($) | 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-4 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | Notes C-5 [Member] | Notes C-6 [Member] | Notes C-6 [Member] | Notes C-6 [Member] | |
USD ($) | USD ($) | USD ($) | Post Split [Member] | USD ($) | USD ($) | USD ($) | Post Split [Member] | USD ($) | USD ($) | Post Split [Member] | USD ($) | Subsequent Event [Member] | USD ($) | USD ($) | USD ($) | USD ($) | Post Split [Member] | USD ($) | USD ($) | USD ($) | ||||||||||||||
USD ($) | USD ($) | 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% | ' | ' | ' | ' | ' |
Meturity date | 31-Jul-14 | 30-Apr-14 | 15-Oct-13 | 15-Oct-13 | 15-Aug-13 | 15-Mar-13 | 30-Apr-13 | 15-Aug-13 | ' | ' | ' | ' | ' | 4-Feb-11 | ' | ' | ' | 15-Feb-11 | ' | ' | ' | 18-Mar-11 | ' | ' | ' | ' | ' | ' | 31-Aug-14 | ' | ' | ' | ' | ' |
Conversion Price, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,872 | ' | ' | ' | $1,872 | ' | ' | ' | $1,872 | $1,872 | ' | ' | ' | ' | ' | $1.87 | ' | $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 | ' | ' | ' | ' | $37,375 | ' | ' |
Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,780 | ' | ' | ' | ' | ' | ' | ' |
Common stock per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,872 | ' | ' | ' | ' | ' | ' | ' | ' | $1,872 | ' | ' | ' | ' | ' | ' | ' | ' | $126 | ' | ' |
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. | ' | ' | 'The term "Conversion Price" shall mean a 40% discount of the lowest reported sale price of the common stock for the 20 trading days immediately prior to (i) the date of the Purchase Agreement, or (ii) the Voluntary Conversion Date. As of December 31, 2013 this note has not been converted or repaid. | ' | ' |
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. | ' | ' | 'The Principal Amount outstanding shall be due and payable on the date that is 18 months from the Issuance Date. | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | 2,063 | ' | ' | ' | 468 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | 48,415 | 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. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for partial conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued value for partial conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | -79,433 | -78,822 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,875 | ' | ' |
Convertible notes, Advance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,000 | ' | ' |
Advances_Received_Details
Advances Received (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Advances Received [Abstract] | ' | ' |
Advance received | $674,500 | ' |
Equity_Details
Equity (Details) | 12 Months Ended |
Dec. 31, 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 $) | 12 Months Ended |
Dec. 31, 2013 | |
Debt converted into common stock | 8,000 |
Fair value of convertible debt | $210,362 |
July 31, 2013 (Member) | ' |
Debt converted into common stock | 3,000 |
Fair value of convertible debt | 177,662 |
December 4, 2013 [Member] | ' |
Debt converted into common stock | 5,000 |
Fair value of convertible debt | $32,700 |
Equity_Details_2
Equity (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Share Purchase Warrants Number, Beginning balance | ' |
Warrants issued with convertible debentures | 297 |
Share Purchase Warrants Number, Ending balance | 297 |
Share Purchase Warrants Weighted Average Exercise Price, Beginning balance | ' |
Warrants issued with convertible debentures,Weighted Average Exercise Price | $126 |
Share Purchase Warrants Weighted Average Exercise Price, Ending balance | $126 |
Equity_Details_3
Equity (Details 3) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share Purchase Warrants Number, Beginning balance | ' |
Warrants issued with convertible debentures | 297 |
Share Purchase Warrants Number, Ending balance | 297 |
Share Purchase Warrants Weighted Average Exercise Price, Beginning balance | ' |
Warrants issued with convertible debentures,Weighted Average Exercise Price | $126 |
Share Purchase Warrants Weighted Average Exercise Price, Ending balance | $126 |
Number of Warrants Outstanding and Exercisable, Expiry Date | 8-Nov-19 |
Warrant [Member] | ' |
Share Purchase Warrants Number, Beginning balance | ' |
Warrants issued with convertible debentures | 297 |
Share Purchase Warrants Number, Ending balance | 297 |
Share Purchase Warrants Weighted Average Exercise Price, Beginning balance | ' |
Warrants issued with convertible debentures,Weighted Average Exercise Price | $126 |
Share Purchase Warrants Weighted Average Exercise Price, Ending balance | $126 |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Dec. 18, 2013 | Nov. 04, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 12, 2013 | Aug. 15, 2013 | |
Six Convertible Debt Holders [Member] | One Convertible Debt Holders [Member] | Consultant Officers And Directors [Member] | Series A Convertible Preferred Stock [Member] | Stock Issued For Services [Member] | Reverse Merger Acquisition [Member] | |||||
Equity [Textual] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | 800,000,000 | 800,000,000 | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | ' | 126,970 | 30,000 | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | 126,970 | 30,000 | ' | ' | ' | ' | ' | ' |
Fair Value Of Common Stock Per Share | ' | ' | ' | ' | ' | ' | ' | ' | $21,350 | ' |
Common stock shares, Cancelled | ' | ' | 57,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Preferred shares authorized | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | 2,500 |
Preferred Stock, Shares Outstanding | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' |
Collective voting right, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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% of the total outstanding voting power of the company. | ||||||||||
Reverse stock split | '1 for 200 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, Voting rights | ' | ' | 'Each share of common stock shall have one (1) vote per share for all purpose subject to the voting rights of the Company's preferred shares | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period for consulting services | ' | ' | ' | ' | ' | ' | 11,872,817 | ' | 875 | ' |
Expenses | ' | ' | ' | ' | ' | ' | ' | ' | $21,350 | ' |
Common stock new issues | ' | 67,500 | ' | ' | 177,662 | 32,700 | ' | ' | ' | ' |
Common stock new issues, Shares | ' | 2,762 | ' | ' | 3,000 | 5,000 | ' | ' | ' | 75,000 |
Shares issued non-dilutable, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued are non-dilutable, up to 5% of the issued and outstanding capital stock of the Company. | ||||||||||
Stock issued for cash non-dilutable, Shares | ' | ' | 2,022 | ' | ' | ' | ' | ' | ' | ' |
Consulting expense | ' | ' | ($1,448,410) | ' | ' | ' | ' | ' | ' | ' |
Selling_General_and_Administra2
Selling General and Administrative (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Selling, General and Administrative [Abstract] | ' | ' |
Business development | $147,635 | $1,150 |
Professional fees | 116,029 | 500 |
Rent | 45,450 | 1,862 |
Office expense | 30,226 | 2,836 |
Management salaries | 103,129 | ' |
Selling, general and administrative | $442,469 | $6,348 |
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] | ' |
Preferred shares issued | $50,000 |
Common shares issued | 130,000 |
Total consideration | 180,000 |
Net liabilities acquired | ' |
Liabilities assumed | -159,924 |
Liabilities forgiven on acquisition | -122,452 |
Net liabilities acquired | 37,572 |
Adjustment to deficit | $217,572 |
Reverse_Acquisition_Details_Te
Reverse Acquisition (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Aug. 15, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | |
President [Member] | Global Energy Innovations, Inc. [Member] | Global Energy Innovations, Inc. [Member] | Global Energy Innovations, Inc. [Member] | Common Stock [Member] | Common Stock [Member] | Series A Preferred Stock [Member] | ||||
Minimum [Member] | Maximum [Member] | Global Energy Innovations, Inc. [Member] | Global Energy Innovations, Inc. [Member] | Global Energy Innovations, Inc. [Member] | ||||||
Post Split [Member] | ||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred shares authorized | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Description of conversion basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Each share of preferred stock has a conversion rate of 1/1000 of the issued and outstanding common stock and the total carries 50% of the voting rights until converted. | ||||||||||
Percentage of shares acquired | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Cash payments for entity | $250,000 | ' | ' | ' | $250,000 | ' | ' | ' | ' | ' |
Number of shares issued in acquisition | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | 75,000 | 2,500 |
Royalty rate | ' | ' | ' | ' | ' | 2.50% | 1.50% | ' | ' | ' |
Royalty rate sales threshold | ' | ' | ' | ' | ' | $100,000,000 | $100,000,000 | ' | ' | ' |
Common stock, shares outstanding | ' | 126,970 | 30,000 | 26,066 | 9,000,000 | ' | ' | ' | ' | ' |
Acquisition description | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' |
Pro-rata percentage based on shares held by the President | ' | ' | ' | 65.20% | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current: | ' | ' |
Federal | ' | ' |
State | ' | ' |
Current Income Tax Expense (Benefit) | ' | ' |
Deferred: | ' | ' |
Federal | 148,912 | 29,478 |
State | ' | ' |
Deferred Income Tax Expense (Benefit) | 148,912 | 29,478 |
Valuation allowance | -148,912 | -29,478 |
Provision benefit for income taxes, net | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Abstract] | ' | ' |
Statutory federal income tax rate | -34.00% | -34.00% |
State income taxes and other | 0.00% | 0.00% |
Change in valuation allowance | 34.00% | 34.00% |
Effective tax rate | ' | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | ' | ' |
Net operating loss carryforward | $148,912 | $278,076 |
Valuation allowance | -148,912 | -278,076 |
Deferred income tax asset | ' | ' |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes (Textual) | ' | ' |
Net operating loss carryforward | $437,976 | $1,042,423 |
Operating loss carryforwards, Expiration date | 31-Dec-30 | ' |
Operating loss carryforwards, Description | 'Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 01, 2014 | Apr. 11, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Accrued interest | ' | ' | $35,000 | ' |
Common stock issued for management, consulting and marketable securities | ' | ' | 42,757,999 | ' |
Common stock, shares authorized | 800,000,000 | 800,000,000 | ' | 1,400,000,000 |
Common stock, par value | $0.00 | $0.00 | ' | $0.00 |