DMH International (DMHI) 10-Q 15 May 14 2014 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	15-May-14
Document And Entity Information	'	'
Entity Registrant Name	'DMH INTERNATIONAL, INC.	'
Entity Central Index Key	'0001496819	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	290,000,000
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2014	'

Balance_Sheets

Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
ASSETS	'	'
Cash	$4,294	'
Total Assets	4,294	'
Current Liabilities	'	'
Accounts payable and accrued liabilities	224,410	224,018
Accounts payable – related party	236,522	221,522
Due to related parties	509,054	532,739
Convertible debt-net of discount of $36,889 and $0, respectively	3,111	'
Derivative liability	51,000	'
Total Liabilities	1,024,097	978,279
STOCKHOLDERS’ DEFICIT	'	'
Preferred stock Authorized: 10,000,000 preferred shares with a par value of $0.001 per share; Issued and outstanding: nil preferred shares	'	'
Common stock Authorized: 450,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 283,000,000 and 271,500,000 common shares at March 31, 2014 and December 31, 2013, respectively.	283,000	271,500
Common stock issuable	70,000	'
Additional paid-in capital	1,039,041	870,852
Deficit accumulated during development stage	-2,411,844	-2,120,631
Total Stockholders’ Deficit	-1,019,803	-978,279
Total Liabilities and Stockholders’ Deficit	$4,294	'

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Convertible debt-net of discount	$36,889	$0
Preferred stock Authorized: preferred shares	10,000,000	10,000,000
Preferred stock par value	$0.00	$0.00
Preferred stock Issued	0	0
Preferred stock outstanding	0	0
Common stock Authorized common shares	450,000,000	450,000,000
Common stock par value	$0.00	$0.00
Common stock Issued	283,000,000	283,000,000
Common stock outstanding	271,500,000	271,500,000

Statements_of_Operations_Unaud

Statements of Operations (Unaudited) (USD $)	3 Months Ended		48 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Income Statement [Abstract]	'	'	'
Revenues	'	'	'
Operating Expenses	'	'	'
General and administrative	1,963	4,714	150,654
Management fees	15,000	15,000	217,500
Professional fees	245,450	114,500	1,375,071
Wages and salaries	'	'	507,117
Total Operating Expenses	262,413	134,214	2,250,342
Other Expenses	'	'	'
Amortization of debt discount	3,111	'	3,111
Change in fair value of derivatives	11,000	'	11,000
Imputed interest	-14,689	-11,826	-147,391
Total Other Expenses	28,800	11,826	161,502
Net Loss	($291,213)	($146,040)	($2,411,844)
Net Loss per Share – Basic and Diluted	$0	$0	'
Weighted Average Shares Outstanding – Basic and Diluted	278,733,333	161,000,000	'

Statements_of_Cash_Flows_Unaud

Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		48 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Operating Activities	'	'	'
Net loss for the period	($291,213)	($146,040)	($2,411,844)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'	'
Imputed interest	14,689	11,826	147,391
Amortization of debt discount	3,111	'	3,111
Change in fair value of derivatives	11,000	'	11,000
Stock issued for services	150,000	'	804,650
Changes in operating assets and liabilities:	'	'	'
Accounts Payable – Related Party	15,000	15,000	236,522
Accounts payable and Accrued liabilities	392	7,985	224,410
Net Cash Used in Operating Activities	-97,021	-111,229	-984,760
Financing Activities	'	'	'
Due to related parties – borrowings	2,315	'	673,735
Due to related parties – repayments	-26,000	-89,100	-189,681
Proceeds from loan	40,000	'	65,000
Proceeds from common stock subscribed	85,000	315,000	440,000
Net Cash Provided By Financing Activities	101,315	225,900	989,054
Increase (decrease) in Cash	4,294	114,671	4,294
Cash – Beginning of Period	'	64	'
Cash – End of Period	4,294	114,735	4,294
Non-cash financing activities:	'	'	'
Transfer of loan	'	'	25,000
Recognition of derivative liability	40,000	'	40,000
Effect of reverse merger	'	'	$136,000

1_Description_of_Business_and_

1. Description of Business and Reverse Acquisition	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
1. 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. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.
	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 year ended December 31, 2013, the Company has a working capital deficit of $1,019,803 and accumulated deficit of $2,411,844. 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.

2_Summary_of_Significant_Accou

2. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
2. Summary of Significant Accounting Policies	'
	2	Summary of Significant Accounting Policies
		a)	Basis of Presentation and Principles of Consolidation
	The unaudited 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, 2014 and December 31, 2013, 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. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of March 31, 2014 and 2013, the Company has 5,100,089 and 0 shares convertible under note agreement that are anti-dilutive and not included in diluted loss 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, 2014 and December 31, 2013 on a recurring basis:
			Fair Value Measurements at March 31, 2014
	Description		Level 1		Level 2		Level 3		Total Realized Loss
	Derivative Liability	$	-	$	-	$	51,000	$	-
	Totals	$	-	$	-	$	51,000	$	-
			Fair Value Measurements at December 31, 2013
	Description		Level 1		Level 2		Level 3		Total Realized Loss
	Derivative Liability	$	-	$	-	$	-	$	-
	Totals	$	-	$	-	$	-	$	-
		h)	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” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
		i)	Recent Accounting Pronouncements
	In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.
	In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
	In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
	In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

3_Related_Party_Transactions

3. Related Party Transactions	3 Months Ended
	Mar. 31, 2014
Related Party Transactions [Abstract]	'
3. Related Party Transactions	'
	3.      Related Party Transactions
	a)	As of March 31, 2014 and December 31, 2013, the Company owes $89,216 to the 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 $1,760 and $1,957 for the three months ended March 31, 2014 and 2013, respectively. As of March 31, 2014 and December 31, 2013, $135,000 and $120,000 included in accounts payable is the management fees owed to CFO, respectively. At March 31, 2014 and December 31, 2013, $101,522 included in accounts payable and accrued liabilities is owed to a company formerly controlled by the 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 $4,370 and $0 for the three months ended March 31, 2014 and 2013, respectively.
	b)	As of March 31, 2014 and December 31, 2013, the Company owes $419,838 and $443,523, respectively to the CEO and 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 $8,559 and $9,869 for the three months ended March 31, 2014 and 2013, respectively.

4_Convertible_Notes

4. Convertible Notes	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
4. Convertible Notes	'
	4. Convertible Notes
	On March 3, 2014, the Company issued a convertible redeemable Note in the amount of $40,000. The proceeds were received on March 7, 2014. The Note carries interest at 9% annum and matures on March 3, 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 58% the average two lowest closing bid price in the 20 trading days prior to the conversion date.
	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 elected to account for the hybrid contract under the guidance of ASC 815-15-25-4. 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. In connection with the issuance of the convertible notes payable, the Company encountered a day-one derivative loss of $13,839 related to the recognition of (i) the hybrid note and (ii) the derivative instrument arising from the fair value measurement due to the fair value of the hybrid note and embedded derivative exceeding the proceeds that the Company received from the arrangement. Therefore, the Company was required to record a loss on the derivative financial instrument. In addition, the fair value will change in future periods, based upon changes in the Company’s common stock price and changes in other assumptions and market indicators used in the valuation techniques. These future changes will be recognized in changes in fair value of derivatives on the Company’s statement of operations. At March 31, 2014, this convertible note payable, at fair value, was recorded at $51,000. Accordingly, the company recognized gain of $2,839 in changes in fair value of derivative on the Company’s statement of operations at March 31, 2014
	In addition, the entire proceeds of $40,000 received as a result of the issuance of the convertible note is attributable to the value of the call option embedded in the note, which was recorded as a debt discount and will be amortized over the term of the note under the interest method. Amortization for the three months ended March 31, 2014 is $3,111.
	The following is a summary of changes in the fair market value of the derivative liability during the three months ended March 31, 2014 and the year ended December 31, 2013, respectively:
		Derivative
		Liability
		Total
	Balance, December 31, 2012	$-
	Increase in derivative value due to issuances of convertible promissory notes	-
	Change in fair market value of derivative liabilities due to the mark to market adjustment	-
	Balance, December 31, 2013	$	—
	Increase in derivative value due to issuances of convertible promissory notes		53,839
	Change in fair market value of derivative liabilities due to the mark to market adjustment		(2,839	)
	Balance, March 31, 2014	$	51,000

5_Common_shares

5. Common shares	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
5. Common shares	'
	5.      Common shares
	Common stock issued for reverse merger
	On December 11, 2012, the Company entered into a share exchange agreement (the “Agreement”) with DMH International Inc. (“DMHI”), a Nevada company.  Under the terms of the Agreement, the Company issued 100% of the issued and outstanding common shares of Touch Medical Solutions, Inc. (“TMSI”) in exchange for 125,000,000 common shares, comprised of 100,000,000 common shares from the President and Director of DMHI and 25,000,000 newly issued common shares.  In addition, the President and Director of DMHI returned and cancelled 100,000,000 common shares.  The Agreement results in management and shareholders of TMSI to hold 78% of the issued and outstanding common shares of the Company, resulting in a reverse recapitalization transaction (See Note 1). Following the above events, there were 161,000,000 shares outstanding, including:
	Shares	Held By:
	125,000,000	TMSI Shareholders
	36,000,000	Existing DMHI Shareholders
	Common stock issued in a private placement
	During January, 2014, the Company issued 5,000,000 shares of the Company’s common stock to a subscriber at a price per share of $0.01 for total proceeds of $50,000.
	During March, 2014, the Company granted 7,000,000 shares of the Company’s common stock to a subscriber at a price per share of $0.005 for total proceeds of $35,000. These shares were accrued in common stock issuable at March 31, 2014 as the shares were not issued until April, 2014 (See Note 6).
	During May, 2013, the Company issued 31,500,000 shares of the Company’s common stock to a subscriber at a price per share of $0.01 for total proceeds of $315,000.
	During November, 2013, the Company issued 8,000,000 shares of the Company’s common stock to three subscribers at a price per share of $0.005 for total proceeds of $40,000.
	Common stock issued for services
	During February, 2014, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for a term of one year. The shares were valued at $0.02 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $100,000 during the three months ended March 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.
	During March, 2014, the Company granted a total of 5,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for a term from six months. The 1,500,000 shares were issued, and the remaining 3,500,000 shares will be issued in connection with the agreement following the filing of a new S-8 Stock Plan. The 3,500,000 shares were accrued in common stocks issuable with a fair value of $35,000. The shares were valued at $0.01 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $50,000 during the three months ended March 31, 2014. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.
	During April, 2013, the Company issued 15,000,000 shares of the Company’s restricted common stock to a consultant for marketing services for nine months. The shares were valued at $0.0129 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $193,500 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.
	During April, 2013, the Company issued 5,000,000 shares of the Company’s restricted common stock to a consultant for investor relations services for a year. The shares were valued at $0.0129 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $64,500 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.
	During June, 2013, the Company issued 1,000,000 shares of the Company’s restricted common stock to a consultant for investor relations services for six months. The shares were valued at $0.0065 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $6,500 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.
	During July, 2013, the Company issued a total of 23,000,000 shares of the Company’s restricted common stock to four consultants for investor relations and consulting services for a term from six months to one year. The shares were valued at $0.0047 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $108,100 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.
	During October, 2013, the Company issued a total of 19,000,000 shares of the Company’s restricted common stock to officers and employees for services. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $172,900 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.
	During October, 2013, the Company issued a total of 4,500,000 shares of the Company’s restricted common stock to three consultants for consulting services that have been rendered. The shares were valued at $0.0091 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $40,950 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.
	During November, 2013, the Company issued a total of 3,500,000 shares of the Company’s restricted common   stock to three consultants for investor relations and consulting services for a term from six months to one year. The shares were valued in the range from $0.012 to $0.024 per share, the closing price of the stock on the date of grant. The Company recorded an equity compensation charge of $68,200 during the year ended December 31, 2013. The fair value of common stock issued for services was fully expensed on the date of grant due to no clawback provision in the agreement.

6_Subsequent_Events

6. Subsequent Events	3 Months Ended
	Mar. 31, 2014
Subsequent Events [Abstract]	'
6. Subsequent Events	'
	6. Subsequent Events
	On April 2, 2014, the Company issued a convertible redeemable Note in the amount of $50,000. The Note carries interest at 55% 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.
	During April, 2014, the Company issued 7,000,000 shares of the Company’s common stock to a subscriber at a price per share of $0.005 for total proceeds of $35,000. These shares were accrued in common stock issuable at March 31, 2014 (See Note 5).

2_Summary_of_Significant_Accou1

2. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]	'
Basis of Presentation and Principles of Consolidation	'
		a)	Basis of Presentation and Principles of Consolidation
	The unaudited 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, 2014 and December 31, 2013, 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. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of March 31, 2014 and 2013, the Company has 5,100,089 and 0 shares convertible under note agreement that are anti-dilutive and not included in diluted loss 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, 2014 and December 31, 2013 on a recurring basis:
			Fair Value Measurements at March 31, 2014
	Description		Level 1		Level 2		Level 3		Total Realized Loss
	Derivative Liability	$	-	$	-	$	51,000	$	-
	Totals	$	-	$	-	$	51,000	$	-
			Fair Value Measurements at December 31, 2013
	Description		Level 1		Level 2		Level 3		Total Realized Loss
	Derivative Liability	$	-	$	-	$	-	$	-
	Totals	$	-	$	-	$	-	$	-
Income Taxes	'
		h)	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” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
Recent Accounting Pronouncements	'
		i)	Recent Accounting Pronouncements
	In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.
	In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
	In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
	In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

1_Description_of_Business_and_1

1. Description of Business and Reverse Acquisition (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 11, 2012
Notes to Financial Statements	'	'
Working capital deficit	$978,279	'
Accumulated deficit	2,120,631	'
Issue common shares	'	125,000,000
Comprised common shares	'	100,000,000
Newly issued common shares	'	25,000,000
Cancelled common shares	'	$100,000,000
Controlled approximately	'	'78%

3_Related_Party_Transactions_D

3. Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Related Party Transactions [Abstract]	'	'
Company owes	$89,216	$89,216
Imputed interest	'8%	'8%
Additional paid-in capital	1,760	1,957
Accounts payable is the management fees	135,000	120,000
Accounts payable and accrued liabilities	101,522	'
CEO and companies controlled	$419,838	$443,523

4_Convertible_Notes_Details_Na

4. Convertible Notes (Details Narrative) (USD $)	Mar. 31, 2014	Mar. 03, 2014
Notes to Financial Statements	'	'
Note in the amount	'	$40,000
Carries interest	'	'9%
Derivative loss	13,839	'
Note payable, at fair value	51,000	'
Company recognized gain	$2,839	'

5_Common_shares_Details_Narrat

5. Common shares (Details Narrative) (USD $)

Mar. 31, 2014

Mar. 30, 2014

Feb. 28, 2014

Jan. 31, 2014

Nov. 30, 2013

Nov. 29, 2013

Oct. 31, 2013

Jul. 31, 2013

Jun. 30, 2013

31-May-13

Apr. 30, 2013

Dec. 11, 2012

Notes to Financial Statements

'

'

'

'

'

'

'

'

'

'

'

'

Company issued

'

'

'

'

'

'

'

'

'

'

'

'100%

Exchange for common shares

'

'

'

'

'

'

'

'

'

'

'

$125,000,000

Comprised of common shares

'

'

'

'

'

'

'

'

'

'

'

100,000,000

Newly issued common shares

'

'

'

'

'

'

'

'

'

'

'

25,000,000

Shares outstanding

'

'

'

'

'

'

'

'

'

'

'

161,000,000

Company issued shares

7,000,000

'

'

5,000,000

8,000,000

'

'

'

'

31,500,000

'

'

Per share

$0.01

'

'

$0.01

$0.01

'

'

'

'

$0.01

'

'

Total proceeds

35,000

'

'

50,000

40,000

'

'

'

'

315,000

'

'

Common stock issued for services shares

'

1,500,000

5,000,000

'

'

3,500,000

19,000,000

23,000,000

1,000,000

'

15,000,000

'

Common stock issued for services per share

'

$0.01

$0.02

'

'

$0.02

$0.01

$0.00

$0.01

'

$0.01

'

Equity compensation charge

'

50,000

100,000

'

'

68,200

172,900

108,100

6,500

'

193,500

'

Company granted a total shares

'

$5,000,000

'

'

'

'

'

'

'

'

'

'

6_Subsequent_Events_Details_Na

6. Subsequent Events (Details Narrative) (USD $)	Apr. 02, 2014
Subsequent Events [Abstract]	'
Note in the amount	$50,000
Interest annum and matures	'55%