Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 15-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'GEI GLOBAL ENERGY CORP. | ' |
Entity Central Index Key | '0001492850 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 48,864,970 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash | $19,106 | $5,553 |
Prepaid rent | ' | 5,075 |
Deferred financing Costs | 26,550 | ' |
Total Current Assets | 45,656 | 10,628 |
Property and Equipment, net (Note 3) | 247,740 | 213,177 |
Total Assets | 293,396 | 223,805 |
Current Liabilities | ' | ' |
Accounts payable | 358,832 | 375,951 |
Accrued liabilities | 299,085 | 286,867 |
Due to related party (Note 4) | 293,203 | 249,703 |
Advances received (Note 6) | 674,500 | 674,500 |
Convertible notes payable (Note 5) | 472,500 | 500,000 |
Total Current Liabilities | 2,098,120 | 2,087,021 |
Convertible notes payable (Note 5) | 9,082 | 6,843 |
Total Liabilities | 2,107,202 | 2,093,864 |
Going Concern (Note 1) | ' | ' |
Subsequent Events (Note 9) | ' | ' |
Stockholders' Deficit: | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 2,500 issued and outstanding as of March 31, 2014 and December 31, 2013 | 50,000 | 50,000 |
Common stock, $0.001 par value, 800,000,000 shares authorized; 46,964,970 and 126,970 issued and outstanding as of March 31, 2014 and December 31, 2013 (Note 7) | 46,966 | 128 |
Common stock issuable (Note 7) | 546,154 | 1,451,838 |
Additional paid in capital | 5,575,816 | 325,314 |
Deficit | -8,032,742 | -3,697,339 |
Total Stockholders' Deficit | -1,813,806 | -1,870,059 |
Total Liabilities and Stockholders' Deficit | $293,396 | $223,805 |
CONSOLIDATED_BALANCE_SHEETS_PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
BALANCE SHEETS [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 2,500 | 2,500 |
Preferred stock, shares outstanding | 2,500 | 2,500 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 46,964,970 | 126,970 |
Common stock, shares outstanding | 46,964,970 | 126,970 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
STATEMENTS OF OPERATIONS [Abstract] | ' | ' |
REVENUE | ' | ' |
OPERATING EXPENSES: | ' | ' |
Selling, general, and administrative (Note 8) | 2,129,506 | 10,220 |
Depreciation | 3,048 | ' |
Consulting expense | 1,501,031 | ' |
Total operating expenses | 3,633,585 | 10,220 |
OTHER EXPENSES | ' | ' |
Interest expense (Note 5) | 14,595 | 776 |
Total other expenses | 14,595 | 776 |
NET LOSS | 3,648,180 | 10,996 |
Deemed dividends | 687,223 | ' |
NET LOSS AND COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $4,335,403 | $10,996 |
NET LOSS PER COMMON SHARE: | ' | ' |
Basic and diluted | $0.08 | $0.11 |
Weighted average number of common shares outstanding, basic and diluted | 43,845,103 | 97,250 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
NET LOSS | $3,648,180 | $10,996 |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation | 3,048 | ' |
Stock issuable for services | 3,481,848 | ' |
Accretion on convertible notes | 2,239 | ' |
Stock issuable for services | 61,000 | ' |
Changes in operating assets and liabilities: | ' | ' |
Prepaid rent | 5,075 | ' |
Accounts payable and accrued liabilities | 32,675 | 6,996 |
Net cash used in operating activities | -62,295 | -4,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Investment in equipment | -37,612 | ' |
Net cash used in investing activities | -37,612 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from convertible notes | 84,960 | ' |
Proceeds from note payable | ' | 4,000 |
Advances from related party | 43,500 | ' |
Cash spent on deferred financing costs | -15,000 | ' |
Net cash provided by financing activities | 113,460 | 4,000 |
INCREASE (DECREASE) IN CASH | 13,553 | ' |
CASH, BEGINNING OF PERIOD | 5,553 | ' |
CASH, END OF PERIOD | 19,106 | ' |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Interest paid | 140 | ' |
Income taxes paid | ' | ' |
Description_of_Business_and_Go
Description of Business and Going Concern | 3 Months Ended |
Mar. 31, 2014 | |
Description of Business and Going Concern [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 March 31, 2014, the Company has a working capital deficiency of $2,052,464 and has accumulated losses of $8,032,742 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis_of_Presentation_of_Inter
Basis of Presentation of Interim Consolidated Financial Statements and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract] | ' |
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 – BASIS OF PRESENTATION OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS 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 10). | |
These interim consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2013, included in the Company’s Annual Report on Form 10-K filed May 8, 2014 with the SEC. | |
The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at March 31, 2014, and the results of its operations and cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the period ended March 31, 2014 are not necessarily indicative of the results to be expected for future quarters or the full year. | |
Recent Accounting Pronouncements | |
The Company has evaluated all other recent accounting pronouncements and determined that they would not have a material impact on the Company’s consolidated financial statements or disclosures. |
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||||||||||
NOTE 3 – PROPERTY AND EQUIPMENT | |||||||||||||||||
Cost | Accumulated | March 31, | December 31, | ||||||||||||||
$ | Depreciation | 2014 | 2013 | ||||||||||||||
$ | Net Carrying | Net Carrying | |||||||||||||||
Value | Value | ||||||||||||||||
$ | $ | ||||||||||||||||
Computer hardware | 4,323 | 4,323 | - | - | |||||||||||||
Equipment | 21,182 | 21,182 | - | - | |||||||||||||
Furniture and fixtures | 23,653 | 3,729 | 19,924 | 20,892 | |||||||||||||
Demonstration equipment | 195,483 | - | 195,483 | 157,872 | |||||||||||||
Computer software | 392 | 392 | - | - | |||||||||||||
Leasehold improvements | 38,163 | 5,830 | 32,333 | 34,413 | |||||||||||||
283,196 | 35,456 | 247,740 | 213,177 | ||||||||||||||
As at March 31, 2014, demonstration equipment was under construction and was 40% complete. | |||||||||||||||||
During the three-month period ended March 31, 2014, the Company recorded no impairment write-downs on the property and equipment. |
Due_to_Related_Party
Due to Related Party | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
DUE TO RELATED PARTY [Abstract] | ' | ||||||||
DUE TO RELATED PARTY | ' | ||||||||
NOTE 4 – DUE TO RELATED PARTY | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Due to the President of the Company | 293,203 | 249,703 | |||||||
As at March 31, 2014 the Company owed $293,203 (December 31, 2013 - $249,703) for cash advances received from the President of the Company and the amount payable under the reverse acquisition completed by the Company during 2013, which are non-interest bearing, unsecured, and due on demand. |
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
CONVERTIBLE NOTES PAYABLE [Abstract] | ' | ||||||||
CONVERTIBLE NOTES PAYABLE | ' | ||||||||
NOTE 5 - CONVERTIBLE NOTES PAYABLE | |||||||||
The Company had the following convertible notes payable outstanding as of March 31, 2014 and December 31, 2013: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Note C-1 | 250,000 | 250,000 | |||||||
Dated – March 18, 2008 | |||||||||
Note C-2 | 200,000 | 250,000 | |||||||
Dated – August 15, 2008 | |||||||||
Note C-3 | 500 | - | |||||||
Dated – March 18, 2014 (Note $70,000 less Discount $69,500) | |||||||||
Note C-4 | 15,000 | - | |||||||
Dated – March 11, 2014 | |||||||||
Note C-5 | 5,000 | - | |||||||
Dated – March 26, 2014 | |||||||||
Note C-6 | 2,000 | - | |||||||
Dated – March 26, 2014 | |||||||||
Note C-7 | 9,082 | 6,843 | |||||||
Dated – November 8, 2013 (Note $37,375 less Discount $28,293) | |||||||||
Total convertible notes payable | $ | 481,582 | $ | 506,843 | |||||
Less: current portion of convertible notes payable | 472,500 | 500,000 | |||||||
Long-term convertible notes payable | $ | 9,082 | $ | 6,843 | |||||
Note C-1: 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. The Company determined that there was no beneficial conversion feature as the fair value of common stock of the Company is below the conversion price of $1,872. At March 31, 2014, the promissory note has not been repaid or converted. | |||||||||
Note C-2: 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. 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 7). At March 31, 2014, principal balance of $200,000 has not been repaid or converted. | |||||||||
Note C-3: On March 18, 2014 the Company entered into a convertible promissory note agreement with a face value of $70,000 (the “Principal Amount”), which includes $62,960 advanced by the Holder, and original issuer discount of $7,040. Pursuant to the agreement, the note bears no interest. The principal balance is due and payable on June 18, 2014. The principal amount shall be converted into shares of common stock of the Company at a fixed conversion price of $0.0001 (subject to a reset provision to $0.00001 upon certain conditions) at the option of the Holder, in whole at any time after the maturity date. The Holder shall effect conversions by delivering the company the form of Notice of Conversion. | |||||||||
Pursuant to ASC 470-20, “Debt with Conversion and Other Options,” the Company measured the contingent beneficial conversion feature at the issuance date as the convertible note is convertible upon the occurrence of a contingent future event. However, it is not reflected in the statement of comprehensive loss until the occurrence of the contingent event. At March 31, 2014 this note has not been converted or repaid. | |||||||||
Note C-4: On March 11, 2014, the Company entered into a convertible promissory note agreement for $15,000. The convertible promissory note, which was due on April 1, 2014, bears interest at the rate of 0% per annum. Pursuant to the agreement, the holder of the note has the right to convert upon written notice to the Company after the maturity date the principal then due under the note, into the Company’s common stock at a conversion price of $0.10. | |||||||||
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. At March 31, 2014, this note has not been converted or repaid. | |||||||||
Note C-5: On March 26, 2014, the Company entered into a convertible promissory note agreement for $5,000. The convertible promissory note, which is due on June 26, 2014, bears interest at the rate of 0% per annum. Pursuant to the agreement, the holder of the note has the right to convert upon written notice to the Company after the maturity date the principal then due under the note into the Company’s common stock at a conversion price of $0.10. | |||||||||
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. At March 31, 2014, this note has not been converted or repaid. | |||||||||
Note C-6: On March 26, 2014, the Company entered into a convertible promissory note agreement for $2,000. The convertible promissory note, which is due on June 26, 2014, bears interest at the rate of 0% per annum. Pursuant to the agreement, the holder of the note has the right to convert upon written notice to the Company after the maturity date the principal then due under the note into the Company’s common stock at a conversion price of $0.10. | |||||||||
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. At March 31, 2014, this note has not been converted or repaid. | |||||||||
Note C-7: 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 issue 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 297 common stock purchase warrants. Each warrant is exercisable into one common share at a price of $126 per share 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. At March 31, 2014 this note has not been converted or repaid. | |||||||||
During the three-month period ended March 31, 2014, the Company recognized in aggregate of $14,455 (2013-$0) in interest expense for the convertible notes. |
Advances_Received
Advances Received | 3 Months Ended |
Mar. 31, 2014 | |
Advances Received [Abstract] | ' |
ADVANCES RECEIVED | ' |
NOTE 6 – ADVANCES RECEIVED | |
During the year ended December 31, 2013, the Company received $674,500 in advances from Global Energy Innovations Inc., an independent company incorporated in British Columbia, Canada with no contractual affiliation with Global Energy Innovations, Inc (Michigan), or with GEI Global Energy Corp. (Nevada). The final terms of the repayment agreement are currently under negotiation. No further advances or repayment incurred during the three-month period ended March 31, 2014. |
Equity
Equity | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
EQUITY | ' | ||||||||
NOTE 7 - EQUITY | |||||||||
Common Stock | |||||||||
On March 31, 2014, the Company had 46,964,970 issued and outstanding and the Company had 800,000,000 common shares authorized. | |||||||||
Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors. | |||||||||
Three-Month Period Ended March 31, 2014 | |||||||||
Stock Issued and Issuable for Services | |||||||||
During the three-month period ended March 31, 2014, the Company issued 41,723,601 shares of common stock valued at $4,888,536 for services, of which 11,872,817 common stock valued at $1,448,410 relate to stock issuable for services as at December 31, 2013. | |||||||||
Date | Number of | ||||||||
Shares | |||||||||
1-Jan-14 | 38,823,601 | ||||||||
19-Mar-14 | 2,900,000 | ||||||||
Total | 41,723,601 | ||||||||
As at March 31, 2014, the Company had 500,000 shares of common stock issuable for services. | |||||||||
Stock Issued in Connection with the Conversion of Debt | |||||||||
During the three-month period ended March 31, 2014, the Company issued 1,700,000 shares of common stock valued at $50,000 for the conversion of the principal and accrued interest of debt held by a convertible debt holder. The Conversion was based on the market price on the date of conversion. The fair values of the shares issued for the conversion of debt was recorded as a reduction in convertible notes payable and accrued interest for the three-month period ended March 31, 2014. | |||||||||
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. | |||||||||
Stock Issued for Deferred Financing Cost | |||||||||
During the three-month period ended March 31, 2014, the Company issued 1,500,000 shares of common stock valued at $11,500 for deferred financing cost. | |||||||||
Stock Issued and Issuable under Anti-Dilution Provisions | |||||||||
During the three-month period ended March 31, 2014, the Company issued 1,684,399 shares of common stock under anti-dilution provisions. As at March 31, 2014, the Company had 62,619,621 shares of common stock issuable under anti-dilution provisions. | |||||||||
Preferred Stock | |||||||||
We are authorized to issue 10,000,000 shares of preferred stock, $0.001 par value per share. The preferred stock may be divided into number of series as our board of directors may determine. Our board of directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly issued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. Currently there are 2,500 shares of Series A Convertible Super-Voting Preferred Stock issued and outstanding. | |||||||||
Series A Convertible Super-Voting Preferred Stock | |||||||||
Our Board of Directors has designated a series of preferred stock entitled Series A Convertible Super-Voting Preferred Stock. Each of these preferred shares has a common stock conversion rate of 1/1000 of the total issued shares of the common stock of the Purchaser at the time of conversion. Furthermore, these preferred shares will at all times prior to their total conversion have a collective voting right equal to 50.00% of the total outstanding voting power of the corporation. As a result of the issuance to Dr. Berry of 2,500 shares of Series A Convertible Super-Voting Preferred Stock and his holdings of the Company’s common stock, Dr. Berry has voting control of the Company, with the voting power to elect the Company’s Board of Directors. | |||||||||
Share Purchase Warrants | |||||||||
Weighted Average | |||||||||
Exercise | |||||||||
Number of | Price | ||||||||
Warrants | $ | ||||||||
Balance, December 31, 2012 | - | - | |||||||
Warrants issued with convertible debentures | 297 | 126 | |||||||
Balance, December 31, 2013 and March 31, 2014 | 297 | 126 | |||||||
Details of share purchase warrants outstanding as of March 31, 2014 are: | |||||||||
Number of Warrants Outstanding and Exercisable | |||||||||
Number | Exercise Price | Expiry Date | |||||||
per Share | |||||||||
297 | $ | 126 | 8-Nov-19 | ||||||
297 | $ | 126 |
Selling_General_and_Administra
Selling General and Administrative | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Selling, General and Administrative [Abstract] | ' | ||||||||
SELLING, GENERAL AND ADMINISTRATIVE | ' | ||||||||
NOTE 8 – SELLING, GENERAL AND ADMINISTRATIVE | |||||||||
Three-month period Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
Business development | $ | 547,630 | $ | - | |||||
Professional fees | 791,930 | 5,220 | |||||||
Rent | 10,150 | - | |||||||
Office expense | 14,636 | 5,000 | |||||||
Management salaries | 765,160 | - | |||||||
Selling, general and administrative | $ | 2,129,506 | $ | 10,220 |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 9 – SUBSEQUENT EVENTS | |
On April 1, 2014, the Company issued 500,000 of its common stock for consulting services. | |
On April 1, 2014, the Company issued 150,000 of its common stock for the reduction of the outstanding principal balance of $15,000 for a convertible debt. | |
On April 7, 2014, the Company entered into an investment agreement with a non-related party in which the non-related party agreed to invest up to $10,000,000 to purchase the Company’s common stock at a price per share equal to 75% of the lowest closing bid price of the Company’s common stock for the preceding five trading days at the Company’s option subject to a maximum number of shares. The agreement is effective for a term of six months from the date the SEC declares effective under the Securities Act of 1933 a registration statement covering the securities. As of May 19, 2014, no shares have been issued and no consideration has been received by the Company under this agreement. | |
On April 8, 2014, the Company entered into a convertible debt agreement of $25,000. | |
On April 11, 2014, the Company amended its Articles of Incorporation and authorized 1,400,000,000 common shares at $0.001 par value. | |
On April 28, 2014, the Company issued 1,000,000 of its common stock for consulting services. | |
On April 28, 2014, the Company issued 250,000 of its common stock for consulting services. | |
On May 5, 2014, the Company issued 100,000 of its common stock for consulting services. |
Basis_of_Presentation_of_Inter1
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Basis of Presentation of Interim Financial Statements and Significant Accounting Policies [Abstract] | ' |
Basis of Presentation of Interim Financial Statements | ' |
Basis of Presentation | |
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Energy Innovations, Inc. (see Note 10). | |
These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2013, included in the Company’s Annual Report on Form 10-K filed May 8, 2014 with the SEC. | |
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at March 31, 2014, and the results of its operations and cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the period ended March 31, 2014 are not necessarily indicative of the results to be expected for future quarters or the full year. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company has evaluated all other recent accounting pronouncements and determined that they would not have a material impact on the Company’s financial statements or disclosures. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
Schedule of property plant and equipment | ' | ||||||||||||||||
Cost | Accumulated | March 31, | December 31, | ||||||||||||||
$ | Depreciation | 2014 | 2013 | ||||||||||||||
$ | Net Carrying | Net Carrying | |||||||||||||||
Value | Value | ||||||||||||||||
$ | $ | ||||||||||||||||
Computer hardware | 4,323 | 4,323 | - | - | |||||||||||||
Equipment | 21,182 | 21,182 | - | - | |||||||||||||
Furniture and fixtures | 23,653 | 3,729 | 19,924 | 20,892 | |||||||||||||
Demonstration equipment | 195,483 | - | 195,483 | 157,872 | |||||||||||||
Computer software | 392 | 392 | - | - | |||||||||||||
Leasehold improvements | 38,163 | 5,830 | 32,333 | 34,413 | |||||||||||||
283,196 | 35,456 | 247,740 | 213,177 |
Due_to_Related_Party_Tables
Due to Related Party (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
DUE TO RELATED PARTY [Abstract] | ' | ||||||||
Summary of Related Party | ' | ||||||||
NOTE 4 – DUE TO RELATED PARTY | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Due to the President of the Company | 293,203 | 249,703 | |||||||
As at March 31, 2014 the Company owed $293,203 (December 31, 2013 - $249,703) for cash advances received from the President of the Company and the amount payable under the reverse acquisition, which are non-interest bearing, unsecured, and due on demand. |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
CONVERTIBLE NOTES PAYABLE [Abstract] | ' | ||||||||
Schedule of Long-term Debt Instruments | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Note C-1 | 250,000 | 250,000 | |||||||
Dated – March 18, 2008 | |||||||||
Note C-2 | 200,000 | 250,000 | |||||||
Dated – August 15, 2008 | |||||||||
Note C-3 | 500 | - | |||||||
Dated – March 18, 2014 (Note $70,000 less Discount $69,500) | |||||||||
Note C-4 | 15,000 | - | |||||||
Dated – March 11, 2014 | |||||||||
Note C-5 | 5,000 | - | |||||||
Dated – March 26, 2014 | |||||||||
Note C-6 | 2,000 | - | |||||||
Dated – March 26, 2014 | |||||||||
Note C-7 | 9,082 | 6,843 | |||||||
Dated – November 8, 2013 (Note $37,375 less Discount $28,293) | |||||||||
Total convertible notes payable | $ | 481,582 | $ | 506,843 | |||||
Less: current portion of convertible notes payable | 472,500 | 500,000 | |||||||
Long-term convertible notes payable | $ | 9,082 | $ | 6,843 |
Equity_Tables
Equity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Schedule of common stock cancelled | ' | ||||||||
Date | Number of | ||||||||
Shares | |||||||||
1-Jan-14 | 38,823,601 | ||||||||
19-Mar-14 | 2,900,000 | ||||||||
Total | 41,723,601 | ||||||||
Summary of share purchase warrants | ' | ||||||||
Weighted Average | |||||||||
Exercise | |||||||||
Number of | Price | ||||||||
Warrants | $ | ||||||||
Balance, December 31, 2012 | - | - | |||||||
Warrants issued with convertible debentures | 297 | 126 | |||||||
Balance, December 31, 2013 and March 31, 2014 | 297 | 126 | |||||||
Summary of share purchase warrants outstanding | ' | ||||||||
Number of Warrants Outstanding and Exercisable | |||||||||
Number | Exercise Price | Expiry Date | |||||||
per Share | |||||||||
297 | $ | 126 | 8-Nov-19 | ||||||
297 | $ | 126 |
Selling_General_and_Administra1
Selling General and Administrative (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Selling, General and Administrative [Abstract] | ' | ||||||||
Schedule of components of selling, general and administrative expenses | ' | ||||||||
Three-month period Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2013 | ||||||||
Business development | $ | 547,630 | $ | - | |||||
Professional fees | 791,930 | 5,220 | |||||||
Rent | 10,150 | - | |||||||
Office expense | 14,636 | 5,000 | |||||||
Management salaries | 765,160 | - | |||||||
Selling, general and administrative | $ | 2,129,506 | $ | 10,220 |
Description_of_Business_and_Go1
Description of Business and Going Concern (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Description of Business and Going Concern [Abstract] | ' | ' |
Working capital deficiency | $2,052,464 | ' |
Retained Earnings (Accumulated Deficit) | ($8,032,742) | ($3,697,339) |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | $283,196 | ' |
Accumulated Depreciation | 35,456 | ' |
Property, Plant and Equipment, Net | 247,740 | 213,177 |
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 | ' | ' |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 21,182 | ' |
Accumulated Depreciation | 21,182 | ' |
Property, Plant and Equipment, Net | ' | ' |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 23,653 | ' |
Accumulated Depreciation | 3,729 | ' |
Property, Plant and Equipment, Net | 19,924 | 20,892 |
Demonstration equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Cost | 195,483 | ' |
Accumulated Depreciation | ' | ' |
Property, Plant and Equipment, Net | 195,483 | 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 | 5,830 | ' |
Property, Plant and Equipment, Net | $32,333 | $34,413 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ' |
Construction completed percentage | 40.00% |
Due_to_Related_Party_Details
Due to Related Party (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Due to the President of the Company | $293,203 | $249,703 |
President [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due to the President of the Company | $293,203 | $249,703 |
Due_To_Related_Party_Details_T
Due To Related Party (Details Textual) (President [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
President [Member] | ' | ' |
Cash advances received | $293,203 | $249,703 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | $481,582 | $506,843 |
Less: current portion | 472,500 | 500,000 |
Long-term portion | 9,082 | 6,843 |
Note C-1 Dated - March 18, 2008 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | 250,000 | 250,000 |
Note C-2 Dated - August 15, 2008 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | 200,000 | 250,000 |
Note C-3 Dated - March 18, 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | 500 | ' |
Note C-4 Dated - March 11, 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | 5,000 | ' |
Note C-5 Dated - March 26, 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | 15,000 | ' |
Note C-6 Dated - March 26, 2014 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | 2,000 | ' |
Note C-7 Dated - November 8, 2013 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total notes payable | $9,082 | $6,843 |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details Textual) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||
Jul. 15, 2010 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 15, 2011 | Jun. 15, 2011 | Dec. 15, 2010 | Aug. 09, 2010 | Mar. 18, 2008 | Mar. 31, 2014 | Jul. 13, 2013 | Aug. 15, 2008 | Feb. 15, 2008 | Mar. 31, 2014 | Aug. 30, 2010 | Mar. 31, 2014 | Mar. 18, 2014 | Mar. 31, 2014 | Mar. 18, 2014 | Mar. 11, 2014 | Mar. 26, 2014 | Mar. 31, 2014 | Mar. 26, 2014 | Nov. 08, 2013 | |
USD ($) | USD ($) | USD ($) | CAD | 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-2 [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] | Note C-6 [Member] | Note C-7 [Member] | ||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||
Convertible Notes Payable (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes bear interest rate per annum | 5.25% | ' | ' | ' | ' | 3.00% | 5.00% | ' | 8.00% | ' | ' | ' | 9.00% | ' | ' | ' | 9.00% | ' | 0.00% | 0.00% | 6.00% | 0.00% | ' |
Debt Instrument, Maturity Date | 1-Jul-13 | ' | ' | ' | ' | ' | ' | ' | 18-Mar-08 | ' | ' | ' | ' | ' | 18-Jun-14 | ' | 1-Apr-14 | ' | ' | 26-Jun-14 | ' | 26-Jun-14 | 8-Apr-15 |
Conversion Price, per share | ' | ' | ' | ' | ' | ' | ' | ' | $1,872 | ' | ' | ' | $9.36 | ' | ' | ' | ' | ' | $0.10 | $0.10 | $9.36 | $0.10 | ' |
Convert the principal balance, Amount | ' | ' | ' | $26,723 | 26,000 | ' | ' | ' | ' | $20,000 | ' | ' | ' | ' | ' | $70,000 | ' | ' | $15,000 | $5,000 | ' | $2,000 | $37,375 |
Discount on convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,040 | ' | ' | ' | ' | ' | ' | 4,875 |
Accrued Interest | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | 2,298 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense related to convertible notes | ' | 14,455 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.24 | ' | ' | $9.36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $126 |
Prior to the Maturity Date, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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. | |||||||||||||||||||||||
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 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. | |||||||||||||||||||||||
Convertible promissory note agreements, Total | ' | ' | ' | ' | ' | ' | ' | 250,000 | 250,000 | ' | 250,000 | 20,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
New capital investment, Amount | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | 500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares, Split | ' | 41,723,601 | ' | ' | ' | ' | ' | ' | ' | 93,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unpaid principal amount, Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Right to convert upon written notice terms, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The principal amount shall be converted into shares of common stock of the Company at a fixed conversion price of $0.0001 (subject to a reset provision to $0.00001 upon certain conditions) at the option of the Holder, in whole at any time after the maturity date. The Holder shall effect conversions by delivering the company the form of Notice of Conversion | ' | ' | ' | ' | ' | ' | ' | '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. At March 31, 2014 this note has not been converted or repaid. |
Common stock issued for partial conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued value for partial conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for conversion of debt | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for conversion of debt, shares | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, fee amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $62,960 | ' | ' | ' | ' | ' |
Advances_Received_Details
Advances Received (Details) (USD $) | Dec. 31, 2013 |
Advances Received [Abstract] | ' |
Advance received | $674,500 |
Equity_Details
Equity (Details ) | 3 Months Ended |
Mar. 31, 2014 | |
Common stock shares, Split | 41,723,601 |
January 1, 2014 [Member] | ' |
Common stock shares, Split | 38,823,601 |
March 19, 2014 [Member] | ' |
Common stock shares, Split | 2,900,000 |
Equity_Details_1
Equity (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Mar. 31, 2014 | |
Equity [Abstract] | ' | ' |
Share Purchase Warrants Number, Beginning balance | ' | 297 |
Warrants issued with convertible debentures | 297 | ' |
Share Purchase Warrants Number, Ending balance | 297 | 297 |
Share Purchase Warrants Weighted Average Exercise Price, Beginning balance | ' | 126 |
Warrants issued with convertible debentures,Weighted Average Exercise Price | 126 | ' |
Share Purchase Warrants Weighted Average Exercise Price, Ending balance | 126 | 126 |
Equity_Details_2
Equity (Details 2) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Share Purchase Warrants Number, Beginning balance | 297 | ' |
Warrants issued with convertible debentures | ' | 297 |
Share Purchase Warrants Number, Ending balance | 297 | 297 |
Share Purchase Warrants Weighted Average Exercise Price, Beginning balance | 126 | ' |
Warrants issued with convertible debentures,Weighted Average Exercise Price | ' | 126 |
Share Purchase Warrants Weighted Average Exercise Price, Ending balance | 126 | 126 |
Number of Warrants Outstanding and Exercisable, Expiry Date | 8-Nov-19 | ' |
Warrant [Member] | ' | ' |
Warrants issued with convertible debentures | 297 | ' |
Share Purchase Warrants Number, Ending balance | 297 | ' |
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 $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Equity [Textual] | ' | ' |
Stock issued during period for consulting services, shares | 41,723,601 | 11,872,817 |
Stock issued during period for consulting services | $4,888,536 | $1,448,410 |
Common stock issuable for services | 500,000 | ' |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common Stock, Shares, Issued | 46,964,970 | 126,970 |
Common stock, par value | $0.00 | $0.00 |
Common stock shares, Split | 41,723,601 | ' |
Debt converted into common stock | 230,000 | ' |
Fair value of convertible debt | 177,061 | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 2,500 | 2,500 |
Preferred Stock, Shares Outstanding | 2,500 | 2,500 |
Common stock issued for conversion of debt | 50,000 | ' |
Common stock issued for conversion of debt, shares | 1,700,000 | ' |
Debt Instrument, Increase, Accrued Interest | 35,000 | ' |
Stock issued during period for deferred financing cost | $1,500,000 | ' |
Stock issued during period for deferred financing cost | 11,500 | ' |
Common stock issuable under anti dilution provision | 62,619,621 | ' |
Common stock share issued under anti-dilution provisions | 1,684,399 | ' |
Preferred stock voting rights | 'As a result of the issuance to Dr. Berry of 2,500 shares of Series A Convertible Super-Voting Preferred Stock and his holdings of the Company's common stock, Dr. Berry has voting control of the Company, with the voting power to elect the Company's Board of Directors. | ' |
Series A Convertible Preferred Stock [Member] | ' | ' |
Equity [Textual] | ' | ' |
Collective voting right, Description | 'Series A Convertible Super-Voting Preferred Stock. Each of these preferred shares has a common stock conversion rate of 1/1000 of the total issued shares of the common stock of the Purchaser at the time of conversion. Furthermore, these preferred shares will at all times prior to their total conversion have a collective voting right equal to 50.00% of the total outstanding voting power of the corporation | ' |
Selling_General_and_Administra2
Selling General and Administrative (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Selling, General and Administrative [Abstract] | ' | ' |
Business development | $547,630 | ' |
Professional fees | 791,930 | 5,220 |
Rent | 10,150 | ' |
Office expense | 14,636 | 5,000 |
Management salaries | 765,160 | ' |
Selling, general and administrative | $2,129,506 | $10,220 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Mar. 31, 2014 | Dec. 31, 2013 | 5-May-14 | Apr. 28, 2014 | Apr. 07, 2014 | Apr. 08, 2014 | Apr. 01, 2014 | Apr. 11, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock new issues, Shares | 1,700,000 | ' | ' | 250,000 | ' | ' | ' | ' |
Stock issued during period for consulting services, shares | 41,723,601 | 11,872,817 | 100,000 | 1,000,000 | ' | ' | 500,000 | ' |
Common stock issued for conversion of debt, shares | 1,700,000 | ' | ' | ' | ' | ' | 150,000 | ' |
Common stock issued for conversion of debt | $50,000 | ' | ' | ' | ' | $25,000 | $15,000 | ' |
Sale of Stock to non related party, Investment Agreement | ' | ' | ' | ' | 'The Company entered into an investment agreement with a non-related party in which the non-related party agreed to invest up to $10,000,000 to purchase the Company's common stock at a price per share equal to 75% of the lowest closing bid price of the Company's common stock for the preceding five trading days at the Company's option subject to a maximum number of shares. | ' | ' | ' |
Common stock, shares authorized | 800,000,000 | 800,000,000 | ' | ' | ' | ' | ' | 1,400,000,000 |
Common stock, par value | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 |