DMH International (DMHI) 10-Q 2 Jun 16 2016 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 31, 2016
Document And Entity Information
Entity Registrant Name	DMH INTERNATIONAL, INC.
Entity Central Index Key	1,496,819
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Trading Symbol	dmhi
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		435,961,936
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2016	Dec. 31, 2015
ASSETS
Cash	$ 7,634	$ 40
Total Assets	7,634	40
Current Liabilities
Accounts payable and accrued liabilities	254,008	249,965
Accounts payable - related party	356,522	341,522
Due to related parties	666,154	$ 661,954
Notes payable	30,000
Convertible debt-net of discount of $5,277 and $18,055, respectively	44,723	$ 31,945
Convertible debt in default	11,000	31,000
Derivative liability	109,417	132,287
Total Current Liabilities	1,471,824	1,448,673
Total Liabilities	1,471,824	1,448,673
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock Authorized: 10,000,000 preferred shares with a par value of $0.001 per share; Issued and outstanding: 7,432,099 preferred shares at March 31, 2016 and December 31, 2015	7,432	7,432
Common stock Authorized: 450,000,000 common shares with a par value of $0.001 per share issued and outstanding: 435,961,936 and 415,961,936 common shares at March 31, 2016 and December 31, 2015, respectively.	$ 435,962	$ 415,962
Preferred stock issuable	410,864	410,864
Common stock issuable	35,000	35,000
Additional paid-in capital	$ 2,885,925	$ 2,900,662
Accumulated deficit	(5,239,373)	(5,218,553)
Total Stockholders' Equity (Deficit)	(1,464,190)	(1,448,633)
Total Liabilities and Stockholders' Equity (Deficit)	$ 7,634	$ 40

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred Shares Authorized	10,000,000	10,000,000
Preferred Shares Par Value	$ 0.001	$ 0.001
Preferred Shares Issued	7,432,099	7,432,099
Preferred Shares Outstanding	7,432,099	7,432,099
Common Stock Authorized	450,000,000	450,000,000
Common Stock Par Value	$ 0.001	$ 0.001
Common Stock Issued	435,961,936	415,961,936
Common Stock Outstanding	435,961,936	415,961,936
Net of discount	$ 5,277	$ 18,055

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Revenues
Operating Expenses
General and administrative	$ 4,249	$ 2,677
Management fees	15,000	15,000
Professional fees	25,100	60,565
Research and development	2,077	12,007
Total Operating Expenses	46,426	90,249
Other (Income) Expense
Interest expense	12,001	26,963
Change in fair value of derivatives	15,825	(9,643)
Loss (Gain) on settlement of debt	(73,818)	637
Imputed interest	20,386	16,457
Total Other Expenses	(25,606)	34,414
Net Loss	$ (20,820)	$ (124,663)
Net Loss per Share - Basic and Diluted	$ 0	$ 0
Weighted Average Shares Outstanding - Basic and Diluted	421,016,881	377,191,150

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Operating Activities
Net loss for the period	$ (20,820)	$ (124,663)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest	20,386	16,457
Amortization of debt discount	12,778	23,174
Change in fair value of derivatives	15,825	(9,643)
Gain on settlement of convertible debt	(73,818)	637
Changes in operating assets and liabilities:
Accounts Payable - Related Party	15,000	15,000
Accounts payable and Accrued liabilities	4,043	24,141
Net Cash Used in Operating Activities	(26,606)	(54,897)
Financing Activities
Due to related parties - borrowings	19,500	72,500
Due to related parties - repayments	(15,300)	$ (5,000)
Proceeds from notes payable	30,000
Net Cash Provided By Financing Activities	34,200	$ 67,500
Increase (decrease) in Cash	7,594	12,603
Cash - Beginning of Period	40	984
Cash - End of Period	7,634	13,587
Non-cash financing activities:
Common stock issued for debt conversions	20,000	281,156
Settlement of derivative liability due to equity conversions	$ 38,695	$ 34,765

Description of Business and Rev

Description of Business and Reverse Acquisition	3 Months Ended
	Mar. 31, 2016
Disclosure Text Block [Abstract]
Description of Business and Reverse Acquisition	1. Description of Business and Reverse Acquisition a) Description of Business DMH International, Inc. (the “Company”) was incorporated in the state of Florida on March 26, 2010. b) Going Concern These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the three months ended March 31, 2016, the Company has a working capital deficit of $1,464,190 and accumulated deficit of $5,239,373. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. 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. c) Reverse Acquisition On December 11, 2012, the Company entered into a share exchange agreement with DMH International, Inc. (“DMHI”), a public shell company. Pursuant to the agreement, DMHI acquired all of the outstanding shares of common stock of the Company (100 common shares) by issuing 125,000,000 common shares, comprised of 100,000,000 common shares from the President and Director of the Company and 25,000,000 newly issued common shares. Furthermore, the President and Director of DMHI cancelled 100,000,000 common shares as part of the share exchange agreement. As a result of the share exchange, the former shareholders of the Company controlled approximately 78% of the issued and outstanding common shares of DMHI resulting in a change in control. The transaction was accounted for as a reverse recapitalization transaction, as DMHI qualifies as a non-operating public shell company given the fact that the Company held nominal net monetary assets, consisting of only cash at the time of merger transaction. As Touch Medical Solutions, Inc. is deemed to be the purchaser for accounting purposes under recapitalization accounting, the equity of the Company is presented as the equity of the combined company and the capital stock account of the Company is adjusted to reflect the part value of the outstanding and issued common stock of the legal acquirer (DMHI) after giving effect to the number of shares issued in the share exchange agreement. Shares retained by DMHI are reflected as an issuance as of the acquisition date for the historical amount of the net assets of the acquired entity, which in this case is zero. d) Merger Effective July 22, 2014, the Company acquired all of the outstanding shares of Virtual Physician’s Network through issuance of 10,000,000 shares of the Company’s convertible preferred stock. Each share of our preferred stock is convertible into 20 shares of our common stock. Virtual Physician’s Network was merged into the Company and became the Company’s wholly owned subsidiary. As of March 31, 2016, 7,432,099 shares were issued, and the remaining shares have not been issued due to administrative delay. The remaining 2,567,901 shares of convertible preferred stocks were accrued in preferred stocks issuable with a fair value of $410,864. Each share of convertible preferred stock was valued at 20 times of closing price of common stock price of $0.008 on the date of merger.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies a) Basis of Presentation and Principles of Consolidation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. All the intercompany accounts and transactions have been eliminated. The Company’s fiscal year end is December 31. b) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and valuation of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes 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 the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. c) Interim Financial Statements These interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. d) Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2016 and December 31, 2015, the Company had no cash equivalents. e) Property and Equipment Property and equipment is comprised of computer equipment and is recorded at cost. The Company amortizes the cost of equipment on a straight-line basis over their estimated useful lives of three years. The Company reviews all property and equipment for impairment annually. f) Revenue Recognition Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services. g) Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share h) Financial Instruments The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments are cash, accounts payable, accrued liabilities and amounts due to related parties. The recorded values of cash, accounts payable, accrued liabilities and amounts due to related parties approximate their fair values based on their short-term nature. The following table presents assets and liabilities that were measured and recognized at fair value as of March 31, 2016 and December 31, 2015 on a recurring basis: Fair Value Measurements at March 31, 2016 Description Level 1 Level 2 Level 3 Total Realized Loss Derivative Liability $ - $ - $ 109,417 $ 15,825 Totals $ - $ - $ 109,417 $ 15,825 Fair Value Measurements at December 31, 2015 Description Level 1 Level 2 Level 3 Total Realized Loss Derivative Liability $ - $ - $ 132,287 $ 28,172 Totals $ - $ - $ 132,287 $ 28,172 i) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “ Accounting for Income Taxes j) Recent Accounting Pronouncements On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. On August 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company. In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	3. Related Party Transactions a) As of March 31, 2016 and December 31, 2015, the Company owes $89,216 to the director, former CFO of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $1,779 and $1,760 for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 and December 31, 2015, $255,000 and $240,000 included in accounts payable is the management fees owed to the director, former CFO, respectively. At March 31, 2016 and December 31, 2015, $101,522 included in accounts payable and accrued liabilities is owed to a company formerly controlled by the director, former CFO of the Company. These amounts owing are unsecured, non-interest bearing, and due on demand. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $7,111 and $5,553 for the three months ended March 31, 2016 and 2015, respectively. b) As of March 31, 2016 and December 31, 2015, the Company owes $527,138 and $522,938, respectively to the CFO, former CEO and the companies controlled by him. The amounts owing are unsecured, non-interest bearing, and due on demand. The amount owing has an imputed interest at 8%. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $10,548 and $8,914 for the three months ended March 31, 2016 and 2015, respectively. c) As of March 31, 2016 and December 31, 2015, the Company owes $2,300 to a company controlled by a shareholder of the Company. On May 12, 2015, the 850,017 convertible preferred shares were issued to this shareholder of the Company pursuant to the merger agreement at the price of $0.16 per share. d) As of March 31, 2016 and December 31, 2015, the Company owes $47,500 to the CEO of the Company. The amount owing has an imputed interest at 8%. Imputed interest at 8% has been expensed and recorded as additional paid-in capital of $947 and $230 for the three months ended March 31, 2016 and 2015, respectively. On May 12, 2015, the 1,133,356 preferred shares were issued to the CEO of the Company pursuant to the merger agreement at the price of $0.16 per share.

Convertible Notes

Convertible Notes	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Convertible Notes	4. Convertible Notes On March 31, 2014, the Company issued a convertible redeemable Note in the amount of $50,000. The proceeds were received on April 2, 2014. The Note carries interest at 9% annum and matures on March 31, 2015. The Note holder is entitled to convert all or a portion of the principal into shares of common stock at a conversion price of 55% the average two lowest closing bid price in the 20 trading days prior to the conversion date. In connection with the issuance of this convertible note, the Company encountered a day-one derivative loss of $13,171. The convertible note payable, at fair value, was recorded at $63,171 on the issuance date. In addition, the proceeds of $50,000 attributable to the value of the call option embedded in the note was recorded as a debt discount and amortized over the term of the note under the interest method. Amortization for the years ended December 31, 2015 and 2014 is $2,660 and $47,340, respectively. During the year ended December 31, 2014, the debt holder made four conversions of a total of 19,893,000 shares of the company’s restricted stock satisfying $32,438 of the note with a fair value of $81,451, included in the fair value of debt balance of $81,451 was settlement of derivative liability of $49,013.The Company recorded a gain of $12,550 for less shares issued during the conversion than what was called for in the original agreement. During the year ended December 31, 2015, the debt holder made two conversions of a total of 19,962,450 shares of the company’s restricted stock satisfying the remaining $17,562 of the note in full with a fair value of $46,450, included in the fair value of debt balance of $46,450 was settlement of derivative liability of $26,488. The Company recorded a gain of $10,468 for less shares issued during the conversion than what was called for in the original agreement (See Note 7). On May 5, 2014, the Company issued a convertible redeemable Note in the amount of $50,000. The proceeds were received on May 7, 2014. The Note carries interest at 9% annum and matured on May 5, 2015. The Company continued to accrue the default interest rate at 16%. At December 31, 2015 and 2014, the accrued interest was $0 and $5,333, respectively. The Note holder is entitled to convert all or a portion of the principal into shares of common stock at a conversion price of 55% the average two lowest closing bid price in the 20 trading days prior to the conversion date. In connection with the issuance of this convertible note, the Company encountered a day-one derivative loss of $14,892. The convertible note payable, at fair value, was recorded at $54,892 on the issuance date. In addition, the proceeds of $50,000 attributable to the value of the call option embedded in the note was recorded as a debt discount and amortized over the term of the note under the interest method. Amortization for the years ended December 31, 2015 and 2014 is $16,528 and $33,472, respectively. During the year ended December 31, 2015, the debt holder made a conversion of a total of 19,000,000 shares of the company’s restricted stock satisfying $19,000 of the note with a fair value of $25,769, included in the fair value of debt balance of $25,769 was settlement of derivative liability of $25,769.The Company recorded a gain of $31,091 for less shares issued during the conversion than what was called for in the original agreement (See Note 7). During the three months ended March 31, 2016, the debt holder made a conversion of a total of 20,000,000 shares of the company’s restricted stock satisfying $20,000 of the note with a fair value of $38,695, included in the fair value of debt balance of $38,695 was settlement of derivative liability of $38,695.The Company recorded a gain of $73,818 for less shares issued during the conversion than what was called for in the original agreement (See Note 7). On May 15, 2015, the Company issued a convertible redeemable Note in the amount of $50,000. The Note carries interest at 9% annum and matured on May 15, 2016. The Note holder is entitled to convert all or a portion of the principal into shares of common stock at a conversion price of 55% the average two lowest closing bid price in the 20 trading days prior to the conversion date. In connection with the issuance of this convertible note, the Company encountered a day-one derivative loss of $6,021. The convertible note payable, at fair value, was recorded at $56,021 on the issuance date. In addition, the proceeds of $50,000 attributable to the value of the call option embedded in the note was recorded as a debt discount and amortized over the term of the note under the interest method. Amortization for the three months ended March 31, 2016 and 2015 is $12,778 and $0, respectively. On July 25, 2014, the Company issued a convertible redeemable Note in the amount of $250,000. $125,000 each of the proceeds was received on June 25, 2014 and July 25, 2014, respectively (Total $250,000). The Note carries interest at 8% annum and matured on January 25, 2015. The Note holder is entitled to convert all or a portion of the principal into shares of common stock at a conversion price of the lower of $0.01 or 60% the average three lowest VWAP prices in the 15 trading days prior to the conversion date. The Holder shall not be entitled to convert the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Note would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the issued and outstanding shares of Common Stock of the Borrower on such Conversion Date. Also, the aggregate conversion by the Holder may not exceed 9.99% if a form 13d or equivalent is filed. In connection with the issuance of this convertible note, the Company encountered a day-one derivative gain of $68,597. The convertible note payable, at fair value, was recorded at $181,403 on the issuance date. In addition, the debt discount of $68,597 was amortized over the term of the note under the interest method. Amortization for the years ended December 31, 2015 and 2014 is $8,014 and $60,583, respectively. On January 28, 2015, the note was satisfied in full with 25,000,000 shares of common stocks per settlement agreement with a fair value of $269,471, included in the fair value of debt balance of $269,471 was accrued interest of $11,194 and settlement of derivative liability of $8,277. The Company recorded a loss of $11,105 for more shares issued during the conversion than what was called for in the original agreement. In the evaluation of the financing arrangements, the Company concluded that the conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company In addition, the proceeds of $208,597 and $50,000 received as a result of the issuance of these convertible notes is attributable to the value of the call option embedded in the note as of December 31, 2014 and 2015, respectively, which was recorded as a debt discount and is amortized over the term of the note under the interest method. Amortization for the three months ended March 31, 2016 and 2015 is $12,778 and $23,174, respectively.

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	5. Derivative Liabilities As discussed in Note 4 under Convertible Notes, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the note is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion shares to be issued were recorded as derivative liabilities on the issuance date. The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a binomial option pricing model. The loss (gain) in fair value of derivatives was for $15,825 and ($9,643) on the Company’s statement of operations as of March 31, 2016 and 2015, respectively. The following is a summary of changes in the fair market value of the derivative liability during the three months ended March 31, 2016: Derivative Liability Convertible Debts Total Balance, December 31, 2015 $ $132,287 Increase in derivative value due to issuances of convertible promissory notes - Decrease in derivative value due to issuances of common stocks for conversions (38,695) Change in fair market value of derivative liabilities due to the mark to market adjustment 15,825 Balance, March 31, 2016 $ 109,417

Notes payable

Notes payable	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Notes payable	6. Notes payable In February and March 2016, the Company issued two promissory notes to a non-related party in the amount of $30,000 ($15,000 each) bearing interest at 10% annually. The notes are due in one year from the execution and funding of the note. In the event of default, the noteholder will receive 500,000 shares of the Company’s restricted common stock on the date that is 10 business days after the maturity date. The interest expense for the three months ended March 31, 2016 is $213.

Common Shares

Common Shares	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity Note [Abstract]
Common shares	7. Common shares Common stock issued for services During May, 2015, the Company signed an agreement to pay the consultant for a monthly fee of $2,500 in cash and $5,000 in stock for a term of one year. The number of shares will be based on an average of the three lowest VWAP’s for the last two weeks of that month started from May 2015. During year ended December 31, 2015, the total of 10,555,556 shares were granted with a fair value of $10,556. The shares were valued using April 21, 2015 closing value of shares on date of agreement. The number shares are calculated using an average of the three lowest VWAP’s for the last two weeks of May and June 2015. On August 25, 2015, the agreement was terminated and the common stocks that have been granted were cancelled due to nonperformance. Convertible preferred stock issued for merger On July 22, 2014, the Company acquired all of the outstanding shares of Virtual Physician’s Network through issuance of 10,000,000 shares of convertible preferred stock. Each share of convertible preferred stock has the voting rights of 20 shares of the Company’s common stock. Upon the occurrence of a mandatory conversion event, which occurs immediately following the business day on which the Corporation’s shareholders have approved an amendment to the Corporation’s Articles of Incorporation which provide for a sufficient number of authorized common stock which will permit the holders of the convertible preferred stock to convert such shares into the Company’s Common Stock, the outstanding shares of convertible preferred stock shall automatically be converted at a conversion rate of 20 shares of Common Stock for every 1 share of convertible preferred stock. As of March 31, 2016, the 7,432,099 shares were issued at the price of $0.16 per share, and the remaining shares have not been issued due to administrative delay. The remaining 2,567,901 shares of convertible preferred stocks were accrued in preferred stocks issuable with a fair value of $410,864. Each share of convertible preferred stock was valued at 20 times of closing price of common stock price of $0.008 on the date of merger. Common Stock Issued for Debt Conversions During the year ended December 31, 2015, the debt holder made the following two conversions of a total of 19,962,450 shares of the company’s restricted stock satisfying the remaining $17,562 of the note in full with a fair value of $46,450, included in the fair value of debt balance of $46,450 was settlement of derivative liability of $26,488.The Company recorded a gain of $10,468 for less shares issued during the conversion than what was called for in the original agreement (See Note 4). Date Number of shares converted Fair Value of Debt Converted 02/5/2015 14,400,000 $33,578 03/27/2015 5,562,450 $12,872 On January 28, 2015, following the convertible note agreement in the amount of $250,000 on July 25, 2014, the note was satisfied in full with 25,000,000 shares of common stocks per settlement agreement with a fair value of $269,471, included in the fair value of debt balance of $269,471 was accrued interest of $11,194 and settlement of derivative liability of $8,277. The Company recorded a loss of $11,105 for more shares issued during the conversion than what was called for in the original agreement (See Note 4). On April 1, 2015, following the convertible note agreement in the amount of $50,000 on May 5, 2014, the debt holder made a conversion of a total of 19,000,000 shares of the company’s restricted stock satisfying $19,000 of the note with a fair value of $25,769, included in the fair value of debt balance of $25,769 was settlement of derivative liability of $25,769.The Company recorded a gain of $31,091 for less shares issued during the conversion than what was called for in the original agreement. On March 8, 2016, the debt holder made a conversion of a total of 20,000,000 shares of the company’s restricted stock satisfying $20,000 of the note with a fair value of $38,695, included in the fair value of debt balance of $38,695 was settlement of derivative liability of $38,695 (See Note 4). Date Number of shares converted Fair Value of Debt Converted 04/01/2015 19,000,000 $19,000 03/08/2016 20,000,000 $20,000

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	8. Subsequent Events In April 2016, the Company issued a promissory note to a non-related party in the amount of $15,000 bearing interest at 10% annually. The note is due in one year from the execution and funding of the note. In the event of default, the noteholder will receive 500,000 shares of the Company’s restricted common stock on the date that is 10 business days after the maturity date.

Summary of Significant Accoun14

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	a) Basis of Presentation and Principles of Consolidation The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. All the intercompany accounts and transactions have been eliminated. The Company’s fiscal year end is December 31.
Use of Estimates	b) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and valuation of long-lived assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes 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 the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Interim Financial Statements	c) Interim Financial Statements These interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
Cash and cash equivalents	d) Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2016 and December 31, 2015, the Company had no cash equivalents.
Property and Equipment	e) Property and Equipment Property and equipment is comprised of computer equipment and is recorded at cost. The Company amortizes the cost of equipment on a straight-line basis over their estimated useful lives of three years. The Company reviews all property and equipment for impairment annually.
Revenue Recognition	f) Revenue Recognition Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services.
Basic and Diluted Net Loss per Share	g) Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share
Financial Instruments	h) Financial Instruments The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments are cash, accounts payable, accrued liabilities and amounts due to related parties. The recorded values of cash, accounts payable, accrued liabilities and amounts due to related parties approximate their fair values based on their short-term nature. The following table presents assets and liabilities that were measured and recognized at fair value as of March 31, 2016 and December 31, 2015 on a recurring basis: Fair Value Measurements at March 31, 2016 Description Level 1 Level 2 Level 3 Total Realized Loss Derivative Liability $ - $ - $ 109,417 $ 15,825 Totals $ - $ - $ 109,417 $ 15,825 Fair Value Measurements at December 31, 2015 Description Level 1 Level 2 Level 3 Total Realized Loss Derivative Liability $ - $ - $ 132,287 $ 28,172 Totals $ - $ - $ 132,287 $ 28,172
Income Taxes	i) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “ Accounting for Income Taxes
Recent Accounting Pronouncements	j) Recent Accounting Pronouncements On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16—Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17—Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. On August 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-15, Presentation of Financial Statements – Going Concerns (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company. In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Summary of assets and liabilities that measured and recognized at fair value	Fair Value Measurements at March 31, 2016 Description Level 1 Level 2 Level 3 Total Realized Loss Derivative Liability $ - $ - $ 109,417 $ 15,825 Totals $ - $ - $ 109,417 $ 15,825 Fair Value Measurements at December 31, 2015 Description Level 1 Level 2 Level 3 Total Realized Loss Derivative Liability $ - $ - $ 132,287 $ 28,172 Totals $ - $ - $ 132,287 $ 28,172

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Changes in the fair market value of the derivative liability	Derivative Liability Convertible Debts Total Balance, December 31, 2015 $ $132,287 Increase in derivative value due to issuances of convertible promissory notes - Decrease in derivative value due to issuances of common stocks for conversions (38,695) Change in fair market value of derivative liabilities due to the mark to market adjustment 15,825 Balance, March 31, 2016 $ 109,417

Common Shares (Tables)

Common Shares (Tables)	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity Note [Abstract]
Summary of common Stock Issued for Debt Conversions	Date Number of shares converted Fair Value of Debt Converted 02/5/2015 14,400,000 $33,578 03/27/2015 5,562,450 $12,872
Summary of convertible note agreement	Date Number of shares converted Fair Value of Debt Converted 04/01/2015 19,000,000 $19,000 03/08/2016 20,000,000 $20,000

Description of Business and R18

Description of Business and Reverse Acquisition (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Disclosure Text Block [Abstract]
Working Capital (Deficit) (in Dollars)	$ 1,464,190
Retained Earnings (Accumulated Deficit) (in Dollars)	$ (5,239,373)	$ (5,218,553)
Noncontrolling Interest, Ownership Percentage by Parent	78.00%
Convertible preferred stock shares issued	7,432,099
Number of common stock from one preferred stock	20
Fair value	$ 410,864
Common stock price	$ 0.008
Convertible preferred stocks	$ 2,567,901

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Derivative Liability	$ 15,825	$ 28,172
Total RealizedLoss	$ 15,825	$ 28,172
Level 1 [Member]
Derivative Liability
Total RealizedLoss
Level 2 [Member]
Derivative Liability
Total RealizedLoss
Level 3 [Member]
Derivative Liability	$ 109,417	$ 132,287
Total RealizedLoss	$ 109,417	$ 132,287

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details Narratives) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Accounting Policies [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	182,361,547	220,478,979

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 31, 2016	May. 12, 2015
Convertible preferred shares issued		47,500	850,017
Merger agreement price			$ 0.16
Accrued liabilities	$ 101,522	$ 101,522
Chief Financial Officer [Member]
Management Fee Payable	$ 89,216	89,216
Receivable with Imputed Interest, Effective Yield (Interest Rate)	8.00%
Additional paid-in capital	$ 1,760	1,779
Due to related parties	47,500	0
Chief Executive Officer [Member]
Management Fee Payable	$ 522,938	$ 527,138
Receivable with Imputed Interest, Effective Yield (Interest Rate)	8.00%
Convertible preferred shares issued			1,133,356
Merger agreement price			$ 0.16

Convertible Notes (Details Narr

Convertible Notes (Details Narratives) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Debt Disclosure [Abstract]
Fair value of note	$ 46,450
Fair value of debt balance	46,450
Derivative liability	26,488
Recognized gain in changes in fair value of derivative	15,825	$ 9,643
Amortization	12,778	$ 23,174
Changes in fair value of derivative	$ 109,417		$ 132,287

Derivative Liabilities (Details

Derivative Liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Balance, December 31, 2015	$ 109,417
Balance, March 31, 2016	$ 109,417
Derivative Liability Convertible debts Total [Member]
Balance, December 31, 2015		$ 114,649
Increase in derivative value due to issuances of convertible promissory notes		50,000
Decrease in derivative value due to issuances of common stocks for conversions		(60,534)
Change in fair market value of derivative liabilities due to the mark to market adjustment		(28,172)
Balance, March 31, 2016		$ 132,287

Derivative Liabilities (Detai24

Derivative Liabilities (Details Narrative) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Changes in fair value of derivatives	$ 15,825	$ (9,643)

Common Shares (Details 1)

Common Shares (Details 1)	3 Months Ended
	Mar. 31, 2016USD ($)shares
February 05 2015 [Member]
Number of shares converted | shares	14,400,000
Fair Value of Debt Converted | $	$ 33,578
March 27 2015 [Member]
Number of shares converted | shares	5,562,450
Fair Value of Debt Converted | $	$ 12,872

Common Shares (Details 2)

Common Shares (Details 2)	3 Months Ended
	Mar. 31, 2016USD ($)shares
April 04 2015 [Member]
Number of shares converted | shares	19,000,000
Fair Value of Debt Converted | $	$ 19,000
March 03 2016 [Member]
Number of shares converted | shares	20,000,000
Fair Value of Debt Converted | $	$ 20,000

Common Shares (Details Narrativ

Common Shares (Details Narratives) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Stockholders' Equity Note [Abstract]
Stock Issued During Period, Shares, Issued for Services	19,962,450
Fair value of preferred stocks issuable	$ 17,562	$ 46,450
Fair value of note	46,450
Fair value of debt balance	46,450
Derivative liability	$ 26,488