White Fox Ventures (AWAW) 10-Q/A 10 Nov 15 2015 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2015	May. 13, 2015
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	true
Amendment Description	We have determined that our previously reported results for the quarter ended March 31, 2015 required adjustments to the correction of an error to properly account for its accounting for the acquisition of Breathe eCigs Corp. (formerly Breathe LLC) on January 16, 2015 as a reverse merger for accounting purposes. The consolidated financial statements for the quarter ended March 31, 2015 included in this Form 10-Q/A have been restated to reflect this correction.
Document Period End Date	Mar. 31, 2015
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,015
Entity Registrant Name	BREATHE ECIG CORP.
Entity Central Index Key	1,506,503
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		335,712,150

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS	Mar. 31, 2015USD ($)	Mar. 31, 2015CAD	Dec. 31, 2014USD ($)	Dec. 31, 2014CAD
CURRENT ASSETS
Cash	$ 134,793		$ 13,346
Prepaid expenses	$ 130,520
Sales tax receivable
Total current assets	$ 265,313		$ 13,346
Other Asset
Deferred financing fees, net	9,187
Investment in TAUG	100,000
Other assets	109,187
TOTAL ASSETS	374,500		$ 13,346
CURRENT LIABILITIES
Accounts payable and accrued expenses	125,475		$ 45,606
Derivative liability - warrants	230,430
Notes payable - current portion, reduced by original issue discount of $11,505	367,495
Liability for stock to be issued	50,000
Notes payable - related parties | CAD				CAD 5,000
Total current liabilities	773,400		$ 50,606
TOTAL LIABILITIES	$ 773,400		$ 50,606
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 10,000,000 shares authorized Nil shares issued and outstanding
Common stock, $0.001 par value, 500,000,000 shares authorized 276,352,667 shares issued and outstanding	$ 276,353
Additional paid in capital	$ 362,311
Accumulated deficit | CAD		CAD (1,037,564)		CAD (37,260)
Accumulated other comprehensive income (loss)
Total stockholders' deficit		CAD (398,900)	$ (37,260)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 374,500		$ 13,346

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Notes payable - current portion, original issue discount	$ 11,505	$ 0
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	276,352,667
Common stock, shares outstanding	276,352,667

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	3 Months Ended
	Mar. 31, 2015USD ($)$ / sharesshares	Mar. 31, 2014USD ($)$ / sharesshares	Mar. 31, 2014CADshares
Income Statement [Abstract]
REVENUE
COST OF REVENUES
GROSS PROFIT
OPERATING EXPENSES
Research and development	$ 530
Marketing, advertising and promotion	13,775
Salaries and related expenses, including stock-based compensation	16,501
Professional fees	878,928
Depreciation and amortization	3,254
General and administrative	51,065	$ 1,972
Total operating expenses	964,053	$ 1,972
OTHER (INCOME) EXPENSE
Interest expense, net	2,861
FV adjustment on derivative liability	33,390
Total other (income) expense	36,251
Net loss before provision for income taxes	$ (1,000,304)	$ (1,972)
Provision for income taxes
NET LOSS FROM CONTINUING OPERATIONS	$ (1,000,304)	$ (1,972)
Net loss	$ (1,000,304)	$ (1,972)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | shares	234,375,630
NET LOSS PER SHARE | $ / shares	$ (0.01)

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)	3 Months Ended
	Mar. 31, 2015USD ($)	Mar. 31, 2015CAD	Mar. 31, 2014USD ($)	Mar. 31, 2014CAD
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period | $	$ (1,000,304)		$ (1,972)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation and amortization		CAD 3,179
Amortization of deferred financing fees		995
Legal fees incurred deducted from proceeds of notes payable		11,500
Fair value adjustment in derivative liabilities		33,390
Common stock/stock options issued or to be issued for services rendered		771,875
Change in assets and liabilities
(Increase) in prepaid expenses and deposits | $	(101,171)
(Decrease) in accounts payable and accrued expenses | $	(18,017)		$ 902
Total adjustments		701,751		CAD 902
Net cash (used in) operating activities | $	(298,553)		(1,070)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from convertible notes		355,000
Repayments of notes payable		CAD (5,000)
Net member contributions				CAD 400
Cash received for common stock and liability for stock to be issued	7,000,000			CAD 0
Net cash provided by financing activities | $	420,000		400
NET INCREASE (DECREASE) IN CASH | $	121,477		(670)
CASH - BEGINNING OF PERIOD | $	13,346		$ 670
CASH - END OF PERIOD	$ 134,793
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for: Interest		CAD 5,000
Cash paid during the period for: Income taxes
Reverse Merger of Breathe LLC
Accumulated deficit		CAD 7,733,077
Prepaid expenses		191,584
Fixed assets		138,049
Mining rights		1,035,818
Accounts payable		(111,275)
Asset retirement obligations		(107,749)
Note payable		(125,451)
Accumulated comprehensive income		114,446
Due to Company		221,159
Adjustment to APIC		9,089,658
Investment in Tauriga Sciences, Inc. ("TAUG")
Common shares issued for investment in Tauriga		CAD 100,000

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q/A and do not contain certain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 2014 Form 10-K filed with the SEC, including the audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. On June 2, 2006, Celtic Capital, Inc. was incorporated in the State of Nevada. On October 20, 2008, Celtic Capital, Inc. changed its name to Entertainment Educational Arts Inc. On May 12, 2010, the Company changed its name to DNA Precious Metals, Inc. (the “Company”). On October 29, 2010, the Company formed DNA Canada Inc., a Canadian (Province of Quebec) incorporated company, as a wholly-owned subsidiary. The Company operated all of its exploration operations through this Canadian entity. The Company was in the business of identifying mineral claim rights in Canada and the United States. The Company had conducted minimal business of this nature. The Company had acquired certain mining claims on June 9, 2011 located in the Montauban and Chavigny townships near Grondines-West in the Portneuf County of Quebec, Canada (“Montauban Mine Property” or “Property”). On October 30, 2013 and November 27, 2013, the Company entered into binding agreements for the asset acquisitions of an undivided one hundred percent (100%) interest in certain mineral claims and mining assets located in the Province of Quebec’s Montauban and Chavigny townships near Grondines West, in the county of Portneuf, specifically Mining Lease BM 748 and Mining Concession Miniere CM 410. The purchase price was CDN$75,000 together with the issuance of 1,050,000 common shares of the Company. The common shares for the acquisition were valued at their fair market value on the day they were issued which totaled $496,860. In connection with the asset purchase, the Company also issued 40,000 shares of common stock to a former supplier of the vendor for mining related information of the assets purchased valued at $20,000 along with cash consideration of CDN$20,000. The Company had been awaiting confirmation of the contemplated transaction from a bankruptcy court in Montreal, Quebec overviewing the financial restructuring of the vendor. The bankruptcy court approved the transaction on April 17, 2014. On January 10, 2014, the Company entered into an asset purchase agreement for an undivided one hundred percent (100%) interest in certain mineral claims located in the Province of Quebec’s Montauban and Chavigny townships near Grondines West, in the county of Portneuf, including claims, rights, concessions and leases. The purchase price was CDN$70,000, 1,000,000 common shares of the Company and a one percent (1%) net smelter return (“NSR”). The Company paid CDN$10,000 upon the signing of the asset purchase agreement with the cash balance due, along with the common shares, upon the closing of the asset purchase agreement and transfer of the mineral claims in the name of the Company. The transfer of the mineral claims was completed in February 2014 whereby the remaining cash balance due and the common shares were released to the vendor. The common shares for the acquisition were valued at their fair market value on the day they were issued which totaled $340,000. The total cost of the acquisition amounted to $403,840. On April 14, 2014, the Company entered into an asset purchase agreement for an undivided one hundred percent (100%) interest in fifty-seven (57) mining claims located in the Province of Quebec’s Montauban and Chavigny townships near Grondines West, in the county of Portneuf. The purchase price was CDN$5,000 (US $4,547). The transfer of the mining claims was completed by the Province of Quebec in the name of the Company. On December 4, 2014, the Company presented a renewal request with the Government of the Province of Quebec to renew all 122 claims and this was granted through a decision dated February 23, 2015, which was after the spin-off of DNA Canada Inc. by the Company on February 3, 2015. On January 16, 2015, Breathe eCigs Corp., a Tennessee corporation (“Breathe”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with the Company, whereby the Company acquired all of the issued and outstanding shares of common stock of Breathe in consideration for the issuance of 150,000,000 shares of common stock. As a result of the transaction effected by the Exchange Agreement, the former Breathe shareholders owned approximately 56% of the then issued and outstanding common stock of the Company. As a result, the Company accounted for this transaction as a reverse merger whereby Breathe was the accounting acquirer and the comparative period figures are those of Breathe. The Company declared a stock dividend to its shareholders of record as of February 3, 2015 of its wholly owned subsidiary, DNA Canada, Inc. Each shareholder of record on this date will receive one share of DNA Canada, Inc. for every two shares of DNA Precious Metals Inc. owned by the shareholder on this date. All stock dividends will be rounded down to the next whole number. With the completion of the stock dividend, the Company, no longer has an equity interest in DNA Canada, Inc. The former shareholders of Breathe participating in the stock dividend were required to tender for redemption any shares of DNA Canada, Inc. common stock received pursuant to the stock dividend in accordance with the Exchange Agreement. With the acquisition of Breathe, management determined that it would be in the best interest of the Company and its shareholders to operate each company separate and independently of each other. The operation of DNA Canada, Inc. and Breathe were inconsistent. Breathe is a manufacturer and distributor of e-cigarette and related products while DNA Canada, Inc. is an exploration stage mining company. The spin-off of DNA Canada, Inc. will allow each company to focus on its principal business activity and facilitate capital formation. On March 5, 2015, the Company and Breathe entered into an Agreement and Plan of Merger pursuant to which the Company merged with Breathe. Upon the consummation of the Merger on March 11, 2015, the separate existence of Breathe ceased, and the shareholders of the Company became shareholders of the surviving company, named Breathe eCigs Corp. As permitted under Nevada law, the sole purpose of the Merger was to effect a change to the Company’s name from DNA Precious Metals, Inc. to Breathe eCigs Corp. This change to the Amended Articles of Incorporation and name change took effect on March 11, 2015. The Company in March 2015 entered into Distribution Agreements with various distributors for the distribution of the Company’s products. The Company placed an initial order for merchandise in the amount of $437,750 on March 27, 2015. The Company prepaid $98,160 (30%) of this order on March 27, 2015. Going Concern The consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has not generated revenues since inception and has generated losses totaling $1,000,304 and $1,972 for the three months ended March 31, 2015 and 2014, respectively. The Company in the three months ended March 31, 2015 completed a reverse merger with Breathe and spun-off DNA Canada, Inc. in an effort to generate profitable operations moving forward. The Company anticipates that distribution of their products will occur in 2015. The Company’s continuation as a going concern is dependent upon, amongst other things, distribution of the products as well as continued financial support from its shareholders and lenders, attaining a satisfactory revenue level attainment of profitable operations and the generation of cash from operations and the ability to secure new financing arrangements and new capital to carry out its business plan. These matters are dependent on a number of items outside of the Company’s control and there exists material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. The Company can give no assurance that it will achieve profitability or be capable of sustaining profitable operations in its new business of Breathe. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of the carrying amounts of assets or the amount and classification of liabilities that might result if the Company is unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. The Company recently raised $355,000 in net debt proceeds and $70,000 of equity proceeds during the three months ended March 31, 2015, to commence production of the Company’s products and pay for distribution.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting These consolidated financial statements are prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in U.S. dollars. Exploration Stage Company The Company was an exploration stage company as defined in ASC 915 prior to the acquisition of Breathe and spin-off of DNA Canada Inc. The Company had made significant capital investments on a processing mill and related infrastructure pertaining to a mining site described earlier. The construction of the processing mill structure was commenced in the fourth quarter of fiscal 2012 and completed in the first quarter of fiscal 2013. Also, significant infrastructure work related to the processing mill has been completed. The infrastructure construction included the foundation, a 16,000 sq./ft. steel structure building and water and power supply installations. DNA Canada Inc. completed all the access infrastructural work to the future site where the milling facilities will be located. Due to SEC requirements, the land, building and mill equipment were charged to impairment expense at December 31, 2014 since these assets were not put into production since their acquisition. On September 14, 2012, DNA Canada Inc. received a Certificate of Authorization, from the Quebec Provincial Government, with respect to operating a gravimetric circuit to process the mining residues, or tailings, located on the Montauban Mine Property. On March 13, 2014, DNA Canada Inc. received another Certificate of Authorization, also from the Quebec Provincial Government, with respect to operating a cyanization circuit to process the mining residues located on the Montauban Mine Property. Previously, on February 28, 2014, DNA Canada Inc. received approval, from the Quebec Provincial Government, for the Restoration Plan on the Montauban Mine Property which will be implemented subsequent to DNA Canada Inc.’s processing of the mining residues (tailings) on the site. The two (2) Certificates of Authorization issued to DNA Canada Inc. will allow for the construction and installation of equipment facilities to recuperate mica (muscovite) and precious metals (gold and silver) from the mining residues (tailings) located on the Montauban Mine Property. Consequently, the primary objective was to recuperate the mica and precious metals (gold and silver) from the mining residues. The recuperation of the precious metals from the mining residues would be less expensive than traditional mining operations primarily because the mining residues had already been crushed and grinded by prior mining companies. In accordance with ASU 2014-10 (see Recent Accounting Pronouncements), the Company had elected early adoption whereby, amounts and disclosures of the Company’s exploration stage activities commencing with the period June 30, 2014 are no longer required to be presented. As a result, the Company removed this information. On February 3, 2015, with the spin-off of DNA Canada Inc., the Company exited the exploration stage. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates include but are not limited to stock-based compensation and tax valuation allowances. Principles of Consolidation The consolidated financial statements included the accounts of the Company and Breathe as the acquisition of Breathe was accounted for as a reverse merger and Breathe is the accounting acquirer, from the date that the Merger occurred between the Company and Breathe eCigs Corp. All intercompany transactions and accounts had been eliminated on consolidation. Effective March 11, 2015, the financial statements were no longer consolidated until April 2015 and the establishment of two new wholly-owned subsidiaries (see Subsequent Events). Business Combination On January 16, 2015, Breathe entered the Exchange Agreement with the Company, whereby the Company acquired all of the issued and outstanding shares of common stock of Breathe in consideration for the issuance of 150,000,000 shares of common stock. This business combination was accounted for as a reverse merger whereby Breathe is the accounting acquirer as the former Breathe shareholders now control greater than 50% of the voting control of the Company. In November 2014, the FASB issued ASU No. 2014-17, “Business Combination.” The provisions of ASU No. 2014-17 require management to determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirer’s accounting and reporting basis (pushdown accounting) in its separate financial statements. Since neither unit of this business combination is in the development stage, nor had recognizable revenues during this period the application of push down accounting would not be of significant value to the readers of these condensed consolidated financial statements. The Company has not elected to apply pushdown accounting in its separate financial statements upon occurrence of this event. Stock Options-Based Compensation The Company estimates the fair value of stock options-based payment awards made to officers and directors related to the Company’s stock incentive plan, on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock-based compensation that it grants to officers and directors. The Company is required to make certain assumptions in connection with this determination, the most important of which involves the calculation of volatility with respect to the price of its common stock. The computation of volatility is intended to produce a volatility value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term. The Company used an estimate of its future share price to determine volatility and cannot predict how the price of its common shares of common stock will react on the open market in the future. Shares of the Company commenced trading on August 22, 2013. As a result, the volatility value that the Company calculated may differ from the future volatility of the price of its shares of common stock. Upon the exercise of stock options, any consideration received and the amounts previously recorded under stock-based compensation are credited to share capital. Upon the issuance of shares resulting from share awards, amounts previously recorded under stock options-based compensation are credited to share capital. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation will be provided using the straight-line method over the estimated useful lives of the related assets when those assets are placed into service. Costs of maintenance and repairs will be charged to expense as incurred. Trade and Other Payables Trade and other payables and accrued liabilities are obligations to pay for goods or services that have been acquired in the normal course of business. Trade and other payables and accrued liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Recoverability of Long-Lived Assets Although the Company does not have any long-lived assets at this point, for any long-lived assets acquired in the future, the Company will review their recoverability on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. Fair Value of Financial Instruments The carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Income Taxes The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. Deferred tax assets and liabilities are offset only when the Company has a right and intention to set off current tax assets and liabilities from the same taxation authority. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purposes of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities generally for three years after they were filed. Revenue Recognition The Company will generate revenues from the sale of the Company’s products when the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable; and (iv) collection of the sales price is reasonably assured. Delivery occurs when goods are shipped and title and risk of loss have passed to the customer. Revenue is deferred in all instances where the earnings process is incomplete. Payments received before all of the relevant criteria for revenue recognition are satisfied will be recorded as deferred revenue. Revenues and costs of revenues from consulting contracts will be recognized during the period in which the service will be performed. All revenues will be reported net of any sales discounts or taxes. Inventory Finished Goods Inventories Loss Per Share of Common Stock Basic net loss per share (“Basic EPS”) is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing adjusted net income available to common shareholders by the weighted average number of common shares outstanding adjusted for the effects of all dilutive common share issuances. Dilutive common share issuances shall be deemed to have been converted into ordinary shares at the beginning of the period. For the purpose of calculating diluted earnings per share, the Company shall assume the exercise of dilutive stock options and warrants. The assumed proceeds from these instruments shall be regarded as having been received from the issue of common shares at the average market price of common shares during the period. Dilutive common share issuances are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for the periods presented. The following is a reconciliation of the computation for basic and diluted EPS: Three Months Ended March 31, March 31, 2015 2014 Net loss $ (1,000,304 ) $ (1,972 ) Weighted-average common shares outstanding (Basic) 234,375,630 N/A Weighted-average common shares Equivalent Stock options 200,000 N/A Warrants 1,540,625 N/A Weighted-average common shares outstanding (Diluted) 236,116,255 N/A Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The accounting treatment of derivative financial instruments requires that the Company record the conversion option and related warrants at their fair values as of the inception date of the agreements, and at fair value as of each subsequent balance sheet date. As a result of entering into the convertible notes, the Company is required to classify certain non-employee warrants as derivative liabilities and record them at their fair values at each balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The fair value of conversion options at a fixed number of shares are recorded using the intrinsic value method. Conversion options at variable rates and any options and warrants with ratchet provisions are deemed to contain a “down-round protection”. Accordingly, they do not meet the scope exception for treatment as a derivative under ASC 815 since “down-round protection” is not an input into the calculation of the fair value of the equity instruments and cannot be considered “indexed to the Company’s own stock”, which is a requirement for the scope exception as outlined under ASC 815. The Company signed convertible notes and warrants and has determined that a conversion option is embedded in the note and it is required to bifurcate the conversion option from the host contract under ASC 815 and account for the derivatives at fair value. The estimated fair value of the conversion option was determined using the binomial model. The fair value of the conversion option will be classified as a liability until the debt is converted by the note holders or paid back by the Company. The fair value will be affected by changes in inputs to that model including our stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The Company will continue to classify the fair value of the conversion option as a liability until the conversion option is exercised, expires or is amended in a way that would no longer require these conversion options to be classified as a liability, whichever comes first. The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus any available shares are allocated first to contracts with the most recent inception date. For the binomial lattice options pricing model, the Company used the following assumptions and weighted average fair value ranges as at the transaction date, April 28, 2014, and for the period ended March 31, 2015: Convertible Notes: April 28, 2014 March 31, 2015 Risk free interest rate 0.0577% 0.04% Dividend yield N/A N/A Volatility 86.31% 175% Warrants: April 28, 2014 March 31, 2015 Risk free interest rate 0.144% 0.04% Dividend yield N/A N/A Volatility 97.33% 175.00% Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications had no effect on the net loss or cash flows of the Company. Recent Issued Accounting Standards In November 2014, the FASB issued ASU No. 2014-17, “Business Combination.” The provisions of ASU No. 2014-17 require management to determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirer’s accounting and reporting basis (pushdown accounting) in its separate financial statements. Since neither unit of this business combination is in the development stage, nor had recognizable revenues during this period the application of push down accounting would not be of significant value to the readers of these condensed consolidated financial statements. The Company has not elected to apply pushdown accounting in its separate financial statements upon occurrence of this event. During August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 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 ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. During June 2014, the FASB issued an Accounting Standards Update 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 ("ASU 2014-10")". The objective of ASU 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected early implementation, as permitted by the standard, for the interim period ending June 30, 2014. All exploration stage language disclosures and amounts have been removed as a result of the adoption of ASU 2014-10. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) (ASU 2014-09), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in ASU 2014-09 will be applied using one of two retrospective methods. The effective date will be the first quarter of our fiscal year ended December 31, 2017. We have not determined the potential effects on our financial statements. During July 2013, the FASB issued an Accounting Standards Update No. 2013-11, “Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry Forward Exists (“ASU 2013-11”)”. The objective of ASU 2013-11 is to clarify the financial presentation of an unrecognized tax benefit when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. ASU 2013-11 is effective for fiscal years, and interim periods within those years beginning after December 15, 2013. The Company does not expect that the adoption of ASU 2013-11 will have a significant impact on the presentation of its financial statements. In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. The Company’s adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures. There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

ACQUISITION

ACQUISITION	3 Months Ended
	Mar. 31, 2015
Business Combinations [Abstract]
ACQUISITION	NOTE 3- ACQUISITION Breathe Acquisition and Spin-off of DNA Canada, Inc On January 16, 2015, Breathe eCigs Corp., a Tennessee corporation (“Breathe”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with the Company, whereby the Company acquired all of the issued and outstanding shares of common stock of Breathe in consideration for the issuance of 150,000,000 shares of common stock. As a result of the transaction effected by the Exchange Agreement, at closing Breathe became a wholly owned subsidiary of the Company, with the former Breathe shareholders owning approximately 56% of the then issued and outstanding common stock of the Company. The Company accounted for this acquisition as a reverse merger, whereby Breathe became the accounting acquirer. As a result, the comparative figures are those of Breathe. The Company declared a stock dividend to its shareholders of record as of February 3, 2015 of its wholly owned subsidiary, DNA Canada, Inc. Each shareholder of record on this date will receive one share of DNA Canada, Inc. for every two shares of DNA Precious Metals Inc. owned by the shareholder on this date. All stock dividends will be rounded down to the next whole number. With the completion of the stock dividend, the Company, no longer has an equity interest in DNA Canada, Inc. The former shareholders of Breathe participating in the stock dividend were required to tender for redemption any shares of DNA Canada, Inc. common stock received pursuant to the stock dividend in accordance with the Exchange Agreement. With the acquisition of Breathe, management determined that it would be in the best interest of the Company and its shareholders to operate each company separate and independently of each other. The operation of DNA Canada, Inc. and Breathe were inconsistent. Breathe is a manufacturer and distributor of e-cigarette and related products while DNA Canada, Inc. is an exploration stage mining company. The spin-off of DNA Canada, Inc. will allow each company to focus on its principal business activity and facilitate capital formation. On March 5, 2015, the Company and Breathe entered into an Agreement and Plan of Merger pursuant to which the Company merged with its wholly owned subsidiary, Breathe. Upon the consummation of the Merger on March 11, 2015, the separate existence of Breathe ceased, and the shareholders of the Company became shareholders of the surviving company, named Breathe eCig Corp. As permitted under Nevada law, the sole purpose of the Merger was to effect a change to the Company’s name from DNA Precious Metals, Inc. to Breathe eCig Corp. This change to the Amended Articles of Incorporation and name change took effect on March 11, 2015.

CONVERTIBLE NOTES AND DERIVATIV

CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES	3 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES	NOTE 4- CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES The following summary of convertible notes payable and the related derivative liabilities associated with the convertible notes payable prior to the date of the reverse merger relate to the predecessor entity DNA Precious Metals, Inc. As a result of the reverse merger, Breathe assumed responsibility of these DNA Precious Metals, Inc. notes, which were paid off prior to the reverse merger, and any related derivative liability that exists under these notes related to the warrant agreements. Therefore, a full discussion has been provided for clarification. On August 6, 2014, the Company entered into an agreement with a U.S.-based private equity fund (“Investor”) under which the Company issued an unsecured Convertible Note (“Convertible Note”) in the principal amount of $250,000. The funds to be issued under the Convertible Note is $225,000 (“Consideration”). The Convertible Note includes an original issue discount of $25,000 (“OID”), calculated at 10% of the principal amount ($250,000). The initial Consideration paid to the Company on August 6, 2014 was $66,000. The Investor could pay additional Consideration to the Company in such amounts and at such dates as the Investor may choose in its sole discretion. The principal sum due to the Investor shall be prorated based on the Consideration actually paid by the Investor plus a 10% OID, as well as any other interest or fees, such that the Company is only required to repay the amounts funded and the Company is not required to repay any unfunded portions of the Convertible Note. The Company may repay the Convertible Note at any time on or before 90 days from the transaction date after which the Company may not make further payments on the Convertible Note prior to the Maturity Date without written approval from the Investor. If the Company makes a payment of Consideration on or before 90 days from the transaction date, the interest rate on that payment of Consideration shall be zero percent (0%). If the Company does not repay a payment of Consideration on or before 90 days from the transaction date, a one-time interest charge of 12% shall be applied to the principal amount. Any interest payable is in addition to the OID and that OID (or prorated OID, if applicable) remains payable regardless of time and manner of payment by the Company. The maturity date is two years from the transaction date of each payment ("Maturity Date") and is the date upon which the principal amount of the Convertible Note, as well as any unpaid interest and other fees, shall be due and payable. The Investor had the right, at any time after the transaction date, at its election, to convert all or part of the outstanding and unpaid principal amount and accrued interest (and any other fees) into fully paid and non-assessable shares of common stock of the Company. The conversion price was the lesser of $0.16 or 60% of the lowest trade price in the 25 trading days prior to the conversion. Unless otherwise agreed in writing by both parties, at no time will the Investor convert any amount of the Convertible Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding of the Company. At all times that this Convertible Note is outstanding, the Company agrees to reserve at least 10,000,000 shares of common stock for conversion. On October 30, 2014, the Company and the Investor entered into an amendment (“Amendment #1”), whereby the Company paid a partial note repayment in the amount of $33,333 on November 5, 2014 which equals 50% of the note balance which includes $3,333 in interest, with the remaining balance due by January 6, 2015, which was repaid on December 29, 2014. On April 28, 2014, the Company entered into a Securities Purchase Agreement (“SPA”), with a U.S.-based private equity fund, under which the Company issued a Secured Convertible Promissory Note (the “Convertible Note”) in the amount of $552,500. The Convertible Note includes an original issue discount of $50,000 (“OID”), calculated at 10% of the principal amount ($500,000), plus an additional $2,500 (“Transaction Expense Amount”) to cover the investor’s due diligence and legal fees in connection therewith. The principal amount was to be paid to the investor in six (6) tranches of an initial amount under the Convertible Note of $250,000 and five (5) additional amounts of $50,000, with each of the additional amounts represented by Investor Notes (the Convertible Note and the Investor Notes are collectively referred to herein as the “Notes”). The initial $250,000 in cash was paid to the Company on April 29, 2014. Payment of the Notes will be made on a monthly basis, beginning six months after the issue date when the Company received the initial $250,000, in the amount of $34,531 per month plus all accrued but unpaid interest and other costs, fees or charges payable, for sixteen (16) months until the balance is paid in full. The Notes are convertible into common stock, at the option of the investor, at a price of $0.40 per share subject to adjustment in the case of a default, reorganization or recapitalization. In the event the Company elects to prepay all or any portion of the Notes, the Company is required to pay to the investor an amount in cash equal to 125% of the outstanding balance of the Notes, plus accrued interest and any other amounts owing. Interest accrues at the rate of 10% per annum. If the Company failed to repay the Notes when due, or if other events of default thereunder apply, a default interest rate of 22% per annum would apply. In addition, if the Company failed to issue stock to the investor within three trading days of receipt of a notice of conversion, the Company must pay a penalty equal to the greater of greater of $500 per day and 2% of the applicable conversion amount or installment amount, as applicable (but, in any event, the cumulative amount of such late fees shall not exceed the applicable conversion amount or installment amount). The Notes were secured by an interest in all right, title, interest, claims and demands of the Company in and to the property described in the Security Agreement, and all replacements, proceeds, products, and accessions thereof. The Notes were convertible into shares of our common stock in six tranches, consisting of (i) an initial tranche in an amount equal to $277,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Securities Purchase Agreement), and (ii) five (5) additional tranches, each in the amount of $55,000, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents. Except in the case of a Company default, the Notes are convertible by the investor at a price of $.40 per share. Concurrently with the Securities Purchase Agreement, the Company also issued to the investor warrants (the "Warrants") to purchase 690,625 shares of the Company’s common stock at an exercise price of $.75 per share subject to adjustment as more fully set forth in the warrant agreement. The Warrants also contains a cashless exercise provision. The Warrants are for a term of two (2) years. On February 4, 2015, the Company entered into a convertible note in an amount up to $250,000 with an investor. The initial funding was in the gross amount of $27,500, with net proceeds received of $25,000. The $2,500 represents Original Issue Discount. The maturity date of this note is two years from the date that each tranche is paid. The note is convertible at the lesser of $0.065 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company may repay this note at any time on or before 90 days from the effective date (the date the Company receives the cash) of the note at no additional interest charge. If the note remains outstanding beyond the 90 days, there will be a one-time 12% interest charge applied in addition to the Original Issue Discount recognized at the onset of the note. The investor has the right to convert at any time after the effective date of this note. The Company repaid this note along with all accrued interest on April 22, 2015 (see Note 10). On February 9, 2015, the Company entered into a convertible note in an amount of $110,000 with an investor. The gross amount of the note is $110,000, with net proceeds received of $100,000. The $10,000 represents Original Issue Discount. The note will also bear interest at 8%, compounded annually. The maturity date of this note is one year from execution. The note may be converted, in whole or in part, into shares of the Company’s common stock. The conversion price will be 60%, equivalent to a 40% discount, of the lowest trading price of the Company’s common stock during the 25 trading days prior to conversion. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 20%. On May 7, 2015 this note was assigned to M Capital Partners LLC in consideration for a payment of $145,000 by M Capital Partners LLC to original note holder. The note may be prepaid according to the following schedule: Between 1 and 45 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 46 and 90 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 91 and 135 days from the date of execution, the note may be prepaid for 125% of face value plus accrued interest. Between 136 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid without written consent from the investor. On March 6, 2015, the Company entered into an 8% convertible redeemable note with an investor in the amount of $31,500. The gross amount of the note is $31,500, with net proceeds received of $30,000. The $1,500 represents legal fees. This note matures on March 6, 2016. The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 58% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered. The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 116% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 122% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 128% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 134% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid. On March 11, 2015, the Company entered into an 8% convertible redeemable note with an investor in the amount of $52,500. The gross amount of the note is $52,500, with net proceeds received of $50,000. The $2,500 represents legal fees. This note matures on March 11, 2016. The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered. The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid. On March 13, 2015, the Company entered into an 8% convertible redeemable note with an investor in the amount of $52,500. The gross amount of the note is $52,500, with net proceeds received of $50,000. The $2,500 represents legal fees. This note matures on March 13, 2016. The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered. The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid. On March 31, 2015, the Company entered into an 8% convertible redeemable note with an investor in the amount of $105,000. The gross amount of the note is $105,000, with net proceeds received of $100,000. The $5,000 represents legal fees. This note matures on March 31, 2016. The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered. The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid. In accordance with the warrant agreement as described in Note 5, the warrant price will be reset to equal the conversion price associated with these new debt agreements from the stated strike price of $0.75. All convertible notes payable is due within one year and are reflected as current liabilities in the condensed consolidated balance sheet at March 31, 2016. Derivative Liability - Warrants In accordance with Financial Accounting Standards Board (“FASB”) ASC 815, Derivatives and Hedging, the embedded conversion option in the Convertible Note, as well as the Warrants issued by the Company, are required to be accounted for as derivative instrument liabilities. Such liabilities are initially and continuously carried at fair value with changes in their fair value reported in income in each reporting period. Accounting for the conversion option in the Convertible Note and for the Warrants as derivative instruments is required because both the Convertible Note and the Warrants have down-round anti-dilution protection, or ratchet exercise prices, whereby the conversion or exercise price is reduced if the Company subsequently issues common stock, convertible securities or stock options or stock warrants at a lower price or with a lower exercise or conversion price. Such a provision is inconsistent with the “fixed for fixed” nature of an equity option and therefore the instruments do not meet one of the required tests for equity classification. In addition, because the Convertible Note and the Warrants are denominated in a currency (U.S. dollars) that is different from the Company’s functional currency (Canadian dollars), they do not meet the test of being indexed only to the Company’s common stock. When one or more instruments are accounted for as derivative liabilities at fair value, the proceeds received are first allocated to the initial fair value of those derivative instruments, with any remaining proceeds allocated to the initial carrying value of the Convertible Note, which is accounted for at amortized cost. Interest is accrued on the initial carrying value of the Convertible Note at whatever effective interest rate is required in order to equate the present value of the expected future cash flows associated with the Convertible Note with their initial carrying value. Stated interest on the Note (10% per annum) is not accrued separately but is included in the effective interest rate on the Convertible Note. The fair value of the embedded conversion option in the Note and the fair value of the Warrants have been calculated using the call option value output from a binomial Lattice model. A binomial Lattice model assumes that the price of the stock that underlies an option follows a probability distribution in which the underlying event only has one of two possible outcomes - the market price of the stock can either go up or go down in the future. The Lattice valuation model takes into account all of the assumptions that market participants would likely consider in negotiating the transfer of the embedded conversion option and the Warrants, namely, stock price, exercise price, time to expiration, volatility, risk-free rate and dividends. The Company between November 26, 2014 and December 31, 2014, repaid the entire convertible note balance of $277,500 thus extinguishing the note. Upon the initial recording of the convertible note and warrants associated with the convertible note, a derivative liability was recorded as the convertible note and warrant each contained embedded derivatives as determined under ASC 815. Since the warrants associated with the convertible note remain outstanding as of March 31, 2015, the derivative liability associated with the warrants remain. The Company recognized a loss on the fair value of the derivative liabilities of $33,390 during the three months ended March 31, 2015 bringing the derivative liability balance to $230,430 at March 31, 2015. The fair value of the embedded conversion option in the Note and the fair value of the Warrants have been calculated using the call option value output from a binomial Lattice model. A binomial Lattice model assumes that the price of the stock that underlies an option follows a probability distribution in which the underlying event only has one of two possible outcomes - the market price of the stock can either go up or go down in the future. The Lattice valuation model takes into account all of the assumptions that market participants would likely consider in negotiating the transfer of the embedded conversion option and the Warrants, namely, stock price, exercise price, time to expiration, volatility, risk-free rate and dividends. The Company between November 26, 2014 and December 31, 2014, repaid the entire convertible note balance of $277,500 thus extinguishing the note. Upon the initial recording of the convertible note and warrants associated with the convertible note, a derivative liability was recorded as the convertible note and warrant each contained embedded derivatives as determined under ASC 815. Since the warrants associated with the convertible note remain outstanding as of March 31, 2015, the derivative liability associated with the warrants remain. The Company recognized a loss on the fair value of the derivative liabilities of $33,390 during the three months ended March 31, 2015 bringing the derivative liability balance to $230,430 at March 31, 2015.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	3 Months Ended
	Mar. 31, 2015
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 5- STOCKHOLDERS’ DEFICIT Preferred Stock The Company was established on June 2, 2006 with 10,000,000 shares of preferred stock authorized with a par value of $0.001. The Company has not issued any preferred stock. Common Stock The Company was established on June 2, 2006 with 100,000,000 shares of common stock authorized with a par value of $0.001. On December 8, 2011, the Company amended the authorized stock to 150,000,000 shares. On March 17, 2014, the Company amended the authorized stock to 500,000,000 shares. In 2014, the Company issued: ● During November and December 2014, 14,310,000 private placement shares were issued to investors for an amount totaling $715,500 ($0.05 per share). ● On January 10, 2014, the Company issued 1,000,000 common shares in connection with an asset purchase valued at $340,000. ● 50,000 shares of common stock upon the exercise of 50,000 stock options by a Director of the Company, at an exercise price of $0.25, for total proceeds of $12,500. ● 400,000 shares were issued for services rendered evaluated at an amount of $121,500. Also, 4,250,000 shares previously issued to directors or administrators were cancelled. In 2015, the Company issued: ● On January 20, 2015 150,000,000 shares were issued in the acquisition of Breathe which was accounted for as a reverse merger. ● During January 2015, the Company issued 400,000 shares for $20,000, which represented the last of the issuance of shares related to the equity raise that occurred in November and December 2014. The Company also issued 9,150,000 shares for $457,500 in consulting services in January 2015 ($0.05 per share). ● The Company issued 2,500,000 shares for $125,000 in consulting services rendered in February 2015 ($0.05 per share). ● The Company issued 5,050,000 shares for $189,375 in consulting services in March 2015 ($0.0375 per share). ● On March 31, 2015 the Company issued 2,666,667 shares for $100,000 in an investment in Tauriga Sciences, Inc. (“TAUG”). The Company has entered into a license agreement with TUAG to jointly develop a new line of business involving CBD oil cartridges in March 2015. The Company received from TAUG 10,869,565 shares of TAUG common stock (with a value of $100,000) in exchange for their shares. The Company received $50,000 at $0.03 per share (1,666,667 shares) in March 2015 under a subscription agreement with a company. The common shares have not been issued as of the date of this report and are reflected as a liability for stock to be issued on the condensed consolidated balance sheet at March 31, 2015. As of March 31, 2015, the Company has 276,352,667 shares of common stock issued and outstanding. Stock Options On August 12, 2013, the Company approved and enacted the 2013 Stock Incentive Plan (the “Plan”). Under the 2013 Stock Incentive Plan, the Company may grant options or share awards to its full-time employees, executive officers, directors and consultants up to a maximum of 8,000,000 common shares. Under the Plan, the exercise price of each option has been established at $0.25. Stock options vest as stipulated in the stock option agreement and their maximum term is 8 years. The following table summarizes information about the Company’s stock options: March 31, 2015 December 31, 2014 Number of Options Weigthed Average exercisable Price Number of Options Weigthed Average exercisable Price Options outstanding, beginning of period 200,000 $ 0.25 1,283,000 $ 0.25 Granted - - - - Exercised - - (50,000 ) (0.25 ) Forfeited - - (1,033,000 ) (0.25 ) Expired - - - - Options outstanding, end of period 200,000 0.25 200,000 0.25 The following table summarizes the ranges of exercise prices of outstanding and exercisable options held by officers and directors as of March 31, 2015: March 31, 2015 March 31, 2015 Options Outstanding Options Exercisable Weigthed Weigthed Weigthed Weigthed average average average average Number of remaining exercise Number of remaining exercise options life (years) price options life (years) price 200,000 6.40 $ 0.25 200,000 6.40 $ 0.25 There were no stock options issued in 2015 or 2014 by the Company. The latest options issued in 2013 were determined using the Black-Scholes option–pricing model using the following weighted-average assumptions: Risk-free interest rate 0.32 % Dividend yield - Volatility 152.50 % Expected life in years 2 years Exercise price $ 0.25 Stock options-based compensation expense included in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2015 and 2014 were $0. Warrants The following table summarizes the Company’s share warrants outstanding as of March 31, 2015 and December 31, 2014: March 31, 2015 December 31, 2014 Weighted Weigthed Weighted Weigthed average average average average Number of remaining exercise Number of remaining exercise warrants life (years) price warrants life (years) price Warrants outstanding, beginning of year 1,540,625 1.5 $ 0.66 600,000 2 $ 0.71 Granted - - 940,625 1.6 0.63 Exercised - - - - Expired - - - - - - Warrants outstanding, end of period 1,540,625 1.25 $ 0.66 1,540,625 1.5 $ 0.66 The following table summarizes the ranges of exercise prices of outstanding warrants as of March 31, 2015: March 31, 2015 Warrants Outstanding Weigthed average Weigthed average Number of options remaining life (years) exercise price 250,000 0.5 $ 0.30 100,000 1 0.50 1,190,625 1.3 0.75 1,540,625 1.25 $ 0.66

DEFERRED FINANCING FEES

DEFERRED FINANCING FEES	3 Months Ended
	Mar. 31, 2015
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
DEFERRED FINANCING FEES	NOTE 6- DEFERRED FINANCING FEES Deferred financing fees result from the issuance of share warrants as finders’ fees in connection with flow-through financing completed on December 23, 2013 and described in Note 3. The fair value of the warrants amounted to $25,431 and was determined using the Black-Scholes option–pricing model. The deferred financing fees are being amortized over the life of the warrants which is 2 years. Amortization of deferred financing fees for the three months ended March 31, 2015 and 2014 was $3,179 and $0, respectively. Breathe assumed this asset as part of the reverse merger.

PROVISION FOR INCOME TAXES

PROVISION FOR INCOME TAXES	3 Months Ended
	Mar. 31, 2015
Income Tax Disclosure [Abstract]
PROVISION FOR INCOME TAXES	NOTE 7- PROVISION FOR INCOME TAXES As of March 31, 2015 there is no provision for income taxes, current or deferred. Net operating losses $ 352,772 Valuation allowance (352,772 ) $ - A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and the statutory rate for year ended March 31, 2015 is summarized below: Federal rate 34 % State rate - Combined Tax Rate 34 % Valuation allowance (34 %) 0 %

COMMITMENTS

COMMITMENTS	3 Months Ended
	Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 8- COMMITMENTS On March 15, 2015 the Company entered into a 38-month lease agreement for office space 322 Nancy Lane, Suite 7, Knoxville, Tennessee. This office will be the operational headquarters for the Company. Year ending December 31, 2015 $ 8,309 2016 13,066 2017 13,400 2018 6,761 Total 41,536 Rent expense under the lease agreements for the three months ended March 31, 2015 and 2014 was $0.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2015
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9- FAIR VALUE MEASUREMENTS The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2015: Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 134,793 - $ - 134,793 Derivative liabilities - - 230,430 230,430 The derivative liabilities associated with the convertible notes that were repaid were measured at fair value using the binomial lattice options pricing model, and were classified within Level 3 of the valuation hierarchy. The Company recognized a loss of $33,390 on the fair value of the derivative liabilities for the three months ended March 31, 2015.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10- SUBSEQUENT EVENTS The Company received $50,000 at $0.03 per share (1,666,667 shares) in March 2015 under a subscription agreement with a company. The common shares have not been issued as of the date of this report. On April 6, 2015, the Company entered into a consulting agreement for services rendered for the period up to August 15, 2015. Services provided will be related to corporate planning and development in exchange for 1,250,000 shares of common stock. Upon execution of this agreement the stock had a value of $53,750 ($0.043 per share). On April 8, 2015, the Company entered into a 10% convertible redeemable note payable with an investor in the amount of $53,000. The gross amount of the note is $53,000, with net proceeds received of $50,000. The $3,000 represents legal fees. This note matures on April 8, 2016. The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the twenty prior trading days including the day upon which a notice of conversion is delivered. The note may be prepaid at any time during the period beginning on the Issue Date and ending on the date which is three (3) months following the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full. After the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment Factor” shall equal one hundred and fifty percent (150%), provided that such Prepayment factor shall equal one hundred and twenty percent (120%) if the Optional Prepayment Date occurs on or before the date which is three (3) months following the Issue Date hereof. On April 17, 2015, the Company entered in to an agreement with Maxim Group LLC ("Maxim") to provide general financial advisory and investment banking services in exchange for 2.5% of the issued and outstanding stock at the date of execution. The number of shares of common stock issued and outstanding was 276,352,667. At that date 2.5% of the issued and outstanding common stock equaled 6,908,817 shares. The Company also agreed upon execution and monthly thereafter pay to Maxim the fee of $5,000. On April 22, 2015 the Company repaid a 10% convertible note to an investor in the amount of $27,778. The note was issued on February 4, 2015. The initial funding was in the gross amount of $27,500, with net proceeds received of $25,000. The $2,500 represented Original Issue Discount. The maturity date of this note was two years from the date that each tranche is paid. The note was convertible at the lesser of $0.065 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company repaid this note within 90 days from the effective date (the date the Company received the cash) of the note at no additional interest charge. The investor had the right to convert at any time after the effective date of this note. The addition $2,778 payment was calculated as a proration of the total original issue discount sum of all tranches of the loan ($25,000) multiplied by the total net proceeds available ($225,000) divided by total principal sum of all tranches ($250,000). In May 2015, the Company issued 5,250,000 shares for advisory services valued at $157,500 ($0.03 per share) to various companies, 750,000 shares of common stock in conversion of accounts payable of $22,500 ($0.03 per share) related to the outstanding invoice for the purchase of our inventory; and 300,000 shares of common stock valued at $9,000 ($0.03 per share) to a former noteholder ("Iconic") as part of an Assignment and Assumption Agreement dated May 7, 2015 as described in the following paragraph. On May 6, 2015 the Company issued 14,833,999 private placement common shares for $445,020 to various investors. The Company also issued 22,150,000 shares of common stock for consulting services at a value of $3,101,000 ($0.14 per share.) The Company also issued 3,750,000 shares of common stock to an advisory board member at a value of $525,000 and 2,000,000 shares of common stock to a director at a value of $280,000 ($0.14 per share). On May 7, 2015, Iconic ("Assignor") entered into a note payable agreement with the Company on February 9, 2015 in the amount of $110,000. This note was assigned to M Capital Partners LLC in consideration for a payment of $145,000 by M Capital Partners LLC to Iconic. The Company still owes the entire $110,000 note, however, the note holder is M Capital Partners LLC. As a result of this assignment, the Company as noted above issued 300,000 shares of common stock to Iconic. On May 11, 2015 the Company formed two wholly owned subsidiaries to conduct non-eCigarette related business by way of holding medical device and other related intellectual property for the future development of for-profit activates and/or partnerships. Currently neither of these entities holds any assets, carry any liabilities nor hold any intellectual property.

RESTATEMENT OF PRIOR FINANCIALS

RESTATEMENT OF PRIOR FINANCIALS	3 Months Ended
	Mar. 31, 2015
Accounting Changes and Error Corrections [Abstract]
RESTATEMENT OF PRIOR FINANCIALS	NOTE 11- RESTATEMENT OF PRIOR FINANCIAL STATEMENTS The Company has restated its financial statements for the period ended March 31, 2015 for the correction of an error to properly account for its accounting for the acquisition of Breathe eCigs Corp. (formerly Breathe LLC) as a reverse merger. As a result of the reverse merger, the accounting acquirer was Breathe eCigs Corp. (formerly Breathe LLC), and therefore, the historical financial statements (2014) are those of Breathe eCigs Corp (formerly Breathe LLC). In addition, the three-month period ended March 31, 2015 as well as the March 31, 2015 consolidated balance sheet have been restated to properly reflect the activity of only Breathe eCigs Corp. (formerly Breathe LLC). All references to DNA Precious Metals, Inc. and the activity of DNA Precious Metals, Inc. have been excluded from the restated presentation. The effect of this restatement adjustment on the net loss for the three months ended March 31, 2015 was a decrease in the net loss from $1,020,857 to $1,000,304, a change of $20,553. The change in stockholders’ deficit was $9,050,606, from $8,651,706 to ($398,900), the result of the removal of goodwill in the original business combination. The following charts reflect the changes of the individual line items changed in the consolidated financial statements. March 31, 2015 Net loss prior to restatement $ (1,020,857 ) (1) 20,553 Net loss after restatement $ (1,000,304 ) (2) $ 8,651,706 Accumulated deficit – prior to restatement (9,050,606 ) Accumulated deficit – after restatement $ (398,900 ) (1) Reflects removal of the former discontinued operations related to the DNA Precious Metals, Inc. business (2) Reflects correction of an error related to the is this combination accounting March 31, 2015 Previously reported Restated Change Statement of Operations Loss from discontinued operations $ (20,553 ) $ - $ (20,553 ) Net loss (1,020,857 ) (1,000,304 ) 20,553 Balance Sheet Goodwill 9,050,606 - (9,050,606 ) Additional paid in capital (17,166,547 ) (362,311 ) 16,804,236 Accumulated deficit 8,791,194 1,037,564 (7,753,630 ) Statement of Cash Flow Net loss (1,020,857 ) (1,000,304 ) 20,553 Depreciation and amortization 3,254 3,179 (75 ) Change and prepaid expenses (104,632 ) (101,171 ) 3,461 Change in accounts payable (31,363 ) (18,017 ) 13,346 Repayment of notes payable (2,073 ) (5,000 ) (2,927 ) Effect on foreign currency (6,109 ) - 6,109 Cash –Beginning of year 53,813 13,346 (40,467 )

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Going Concern	Going Concern The consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has not generated revenues since inception and has generated losses totaling $1,000,304 and $1,972 for the three months ended March 31, 2015 and 2014, respectively. The Company in the three months ended March 31, 2015 completed a reverse merger with Breathe and spun-off DNA Canada, Inc. in an effort to generate profitable operations moving forward. The Company anticipates that distribution of their products will occur in 2015. The Company’s continuation as a going concern is dependent upon, amongst other things, distribution of the products as well as continued financial support from its shareholders and lenders, attaining a satisfactory revenue level attainment of profitable operations and the generation of cash from operations and the ability to secure new financing arrangements and new capital to carry out its business plan. These matters are dependent on a number of items outside of the Company’s control and there exists material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. The Company can give no assurance that it will achieve profitability or be capable of sustaining profitable operations in its new business of Breathe. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of the carrying amounts of assets or the amount and classification of liabilities that might result if the Company is unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. The Company recently raised $355,000 in net debt proceeds and $70,000 of equity proceeds during the three months ended March 31, 2015, to commence production of the Company’s products and pay for distribution.
Basis of Accounting	Basis of Accounting These consolidated financial statements are prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”) and are presented in U.S. dollars.
Exploration Stage Company	Exploration Stage Company The Company was an exploration stage company as defined in ASC 915 prior to the acquisition of Breathe and spin-off of DNA Canada Inc. The Company had made significant capital investments on a processing mill and related infrastructure pertaining to a mining site described earlier. The construction of the processing mill structure was commenced in the fourth quarter of fiscal 2012 and completed in the first quarter of fiscal 2013. Also, significant infrastructure work related to the processing mill has been completed. The infrastructure construction included the foundation, a 16,000 sq./ft. steel structure building and water and power supply installations. DNA Canada Inc. completed all the access infrastructural work to the future site where the milling facilities will be located. Due to SEC requirements, the land, building and mill equipment were charged to impairment expense at December 31, 2014 since these assets were not put into production since their acquisition. On September 14, 2012, DNA Canada Inc. received a Certificate of Authorization, from the Quebec Provincial Government, with respect to operating a gravimetric circuit to process the mining residues, or tailings, located on the Montauban Mine Property. On March 13, 2014, DNA Canada Inc. received another Certificate of Authorization, also from the Quebec Provincial Government, with respect to operating a cyanization circuit to process the mining residues located on the Montauban Mine Property. Previously, on February 28, 2014, DNA Canada Inc. received approval, from the Quebec Provincial Government, for the Restoration Plan on the Montauban Mine Property which will be implemented subsequent to DNA Canada Inc.’s processing of the mining residues (tailings) on the site. The two (2) Certificates of Authorization issued to DNA Canada Inc. will allow for the construction and installation of equipment facilities to recuperate mica (muscovite) and precious metals (gold and silver) from the mining residues (tailings) located on the Montauban Mine Property. Consequently, the primary objective was to recuperate the mica and precious metals (gold and silver) from the mining residues. The recuperation of the precious metals from the mining residues would be less expensive than traditional mining operations primarily because the mining residues had already been crushed and grinded by prior mining companies. In accordance with ASU 2014-10 (see Recent Accounting Pronouncements), the Company had elected early adoption whereby, amounts and disclosures of the Company’s exploration stage activities commencing with the period June 30, 2014 are no longer required to be presented. As a result, the Company removed this information. On February 3, 2015, with the spin-off of DNA Canada Inc., the Company exited the exploration stage.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates include but are not limited to stock-based compensation and tax valuation allowances.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements included the accounts of the Company and Breathe as the acquisition of Breathe was accounted for as a reverse merger and Breathe is the accounting acquirer, from the date that the Merger occurred between the Company and Breathe eCigs Corp. All intercompany transactions and accounts had been eliminated on consolidation. Effective March 11, 2015, the financial statements were no longer consolidated until April 2015 and the establishment of two new wholly-owned subsidiaries (see Subsequent Events).
Business Combination	Business Combination On January 16, 2015, Breathe entered the Exchange Agreement with the Company, whereby the Company acquired all of the issued and outstanding shares of common stock of Breathe in consideration for the issuance of 150,000,000 shares of common stock. This business combination was accounted for as a reverse merger whereby Breathe is the accounting acquirer as the former Breathe shareholders now control greater than 50% of the voting control of the Company. In November 2014, the FASB issued ASU No. 2014-17, “Business Combination.” The provisions of ASU No. 2014-17 require management to determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirer’s accounting and reporting basis (pushdown accounting) in its separate financial statements. Since neither unit of this business combination is in the development stage, nor had recognizable revenues during this period the application of push down accounting would not be of significant value to the readers of these condensed consolidated financial statements. The Company has not elected to apply pushdown accounting in its separate financial statements upon occurrence of this event.
Stock Options-Based Compensation	Stock Options-Based Compensation The Company estimates the fair value of stock options-based payment awards made to officers and directors related to the Company’s stock incentive plan, on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. The Company uses the Black-Scholes option pricing model to determine the fair value of the stock-based compensation that it grants to officers and directors. The Company is required to make certain assumptions in connection with this determination, the most important of which involves the calculation of volatility with respect to the price of its common stock. The computation of volatility is intended to produce a volatility value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term. The Company used an estimate of its future share price to determine volatility and cannot predict how the price of its common shares of common stock will react on the open market in the future. Shares of the Company commenced trading on August 22, 2013. As a result, the volatility value that the Company calculated may differ from the future volatility of the price of its shares of common stock. Upon the exercise of stock options, any consideration received and the amounts previously recorded under stock-based compensation are credited to share capital. Upon the issuance of shares resulting from share awards, amounts previously recorded under stock options-based compensation are credited to share capital.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.
Fixed Assets	Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation will be provided using the straight-line method over the estimated useful lives of the related assets when those assets are placed into service. Costs of maintenance and repairs will be charged to expense as incurred.
Trade and Other Payables	Trade and Other Payables Trade and other payables and accrued liabilities are obligations to pay for goods or services that have been acquired in the normal course of business. Trade and other payables and accrued liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Recoverability of Long-Lived Assets	Recoverability of Long-Lived Assets Although the Company does not have any long-lived assets at this point, for any long-lived assets acquired in the future, the Company will review their recoverability on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.
Income Taxes	Income Taxes The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized against future taxable income. Deferred tax assets and liabilities are offset only when the Company has a right and intention to set off current tax assets and liabilities from the same taxation authority. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purposes of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities generally for three years after they were filed.
Revenue Recognition	Revenue Recognition The Company will generate revenues from the sale of the Company’s products when the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price to the customer is fixed or determinable; and (iv) collection of the sales price is reasonably assured. Delivery occurs when goods are shipped and title and risk of loss have passed to the customer. Revenue is deferred in all instances where the earnings process is incomplete. Payments received before all of the relevant criteria for revenue recognition are satisfied will be recorded as deferred revenue. Revenues and costs of revenues from consulting contracts will be recognized during the period in which the service will be performed. All revenues will be reported net of any sales discounts or taxes.
Inventory	Inventory Finished Goods Inventories
Loss Per Share of Common Stock	Loss Per Share of Common Stock Basic net loss per share (“Basic EPS”) is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing adjusted net income available to common shareholders by the weighted average number of common shares outstanding adjusted for the effects of all dilutive common share issuances. Dilutive common share issuances shall be deemed to have been converted into ordinary shares at the beginning of the period. For the purpose of calculating diluted earnings per share, the Company shall assume the exercise of dilutive stock options and warrants. The assumed proceeds from these instruments shall be regarded as having been received from the issue of common shares at the average market price of common shares during the period. Dilutive common share issuances are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for the periods presented. The following is a reconciliation of the computation for basic and diluted EPS: Three Months Ended March 31, March 31, 2015 2014 Net loss $ (1,000,304 ) $ (1,972 ) Weighted-average common shares outstanding (Basic) 234,375,630 N/A Weighted-average common shares Equivalent Stock options 200,000 N/A Warrants 1,540,625 N/A Weighted-average common shares outstanding (Diluted) 236,116,255 N/A
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The accounting treatment of derivative financial instruments requires that the Company record the conversion option and related warrants at their fair values as of the inception date of the agreements, and at fair value as of each subsequent balance sheet date. As a result of entering into the convertible notes, the Company is required to classify certain non-employee warrants as derivative liabilities and record them at their fair values at each balance sheet date. Any change in fair value was recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The fair value of conversion options at a fixed number of shares are recorded using the intrinsic value method. Conversion options at variable rates and any options and warrants with ratchet provisions are deemed to contain a “down-round protection”. Accordingly, they do not meet the scope exception for treatment as a derivative under ASC 815 since “down-round protection” is not an input into the calculation of the fair value of the equity instruments and cannot be considered “indexed to the Company’s own stock”, which is a requirement for the scope exception as outlined under ASC 815. The Company signed convertible notes and warrants and has determined that a conversion option is embedded in the note and it is required to bifurcate the conversion option from the host contract under ASC 815 and account for the derivatives at fair value. The estimated fair value of the conversion option was determined using the binomial model. The fair value of the conversion option will be classified as a liability until the debt is converted by the note holders or paid back by the Company. The fair value will be affected by changes in inputs to that model including our stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The Company will continue to classify the fair value of the conversion option as a liability until the conversion option is exercised, expires or is amended in a way that would no longer require these conversion options to be classified as a liability, whichever comes first. The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus any available shares are allocated first to contracts with the most recent inception date. For the binomial lattice options pricing model, the Company used the following assumptions and weighted average fair value ranges as at the transaction date, April 28, 2014, and for the period ended March 31, 2015: Convertible Notes: April 28, 2014 March 31, 2015 Risk free interest rate 0.0577% 0.04% Dividend yield N/A N/A Volatility 86.31% 175% Warrants: April 28, 2014 March 31, 2015 Risk free interest rate 0.144% 0.04% Dividend yield N/A N/A Volatility 97.33% 175.00%
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications had no effect on the net loss or cash flows of the Company.
Recent Issued Accounting Standards	Recent Issued Accounting Standards In November 2014, the FASB issued ASU No. 2014-17, “Business Combination.” The provisions of ASU No. 2014-17 require management to determining whether and at what threshold an acquiree (acquired entity) can reflect the acquirer’s accounting and reporting basis (pushdown accounting) in its separate financial statements. Since neither unit of this business combination is in the development stage, nor had recognizable revenues during this period the application of push down accounting would not be of significant value to the readers of these condensed consolidated financial statements. The Company has not elected to apply pushdown accounting in its separate financial statements upon occurrence of this event. During August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 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 ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. During June 2014, the FASB issued an Accounting Standards Update 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 ("ASU 2014-10")". The objective of ASU 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected early implementation, as permitted by the standard, for the interim period ending June 30, 2014. All exploration stage language disclosures and amounts have been removed as a result of the adoption of ASU 2014-10. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) (ASU 2014-09), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in ASU 2014-09 will be applied using one of two retrospective methods. The effective date will be the first quarter of our fiscal year ended December 31, 2017. We have not determined the potential effects on our financial statements. During July 2013, the FASB issued an Accounting Standards Update No. 2013-11, “Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry Forward Exists (“ASU 2013-11”)”. The objective of ASU 2013-11 is to clarify the financial presentation of an unrecognized tax benefit when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. ASU 2013-11 is effective for fiscal years, and interim periods within those years beginning after December 15, 2013. The Company does not expect that the adoption of ASU 2013-11 will have a significant impact on the presentation of its financial statements. In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. The Company’s adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures. There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Reconciliation of Computation for Basic and Diluted EPS	The following is a reconciliation of the computation for basic and diluted EPS: Three Months Ended March 31, March 31, 2015 2014 Net loss $ (1,000,304 ) $ (1,972 ) Weighted-average common shares outstanding (Basic) 234,375,630 N/A Weighted-average common shares Equivalent Stock options 200,000 N/A Warrants 1,540,625 N/A Weighted-average common shares outstanding (Diluted) 236,116,255 N/A
Schedule of Assumptions Used	Convertible Notes: April 28, 2014 March 31, 2015 Risk free interest rate 0.0577% 0.04% Dividend yield N/A N/A Volatility 86.31% 175% Warrants: April 28, 2014 March 31, 2015 Risk free interest rate 0.144% 0.04% Dividend yield N/A N/A Volatility 97.33% 175.00%

STOCKHOLDERS' DEFICIT (Tables)

STOCKHOLDERS' DEFICIT (Tables)	3 Months Ended
	Mar. 31, 2015
Stockholders' Equity Note [Abstract]
Schedule of Stock Option Activity	March 31, 2015 December 31, 2014 Number of Options Weigthed Average exercisable Price Number of Options Weigthed Average exercisable Price Options outstanding, beginning of period 200,000 $ 0.25 1,283,000 $ 0.25 Granted - - - - Exercised - - (50,000 ) (0.25 ) Forfeited - - (1,033,000 ) (0.25 ) Expired - - - - Options outstanding, end of period 200,000 0.25 200,000 0.25
Summary of Outstanding and Exercisable Options by Price Range	March 31, 2015 March 31, 2015 Options Outstanding Options Exercisable Weigthed Weigthed Weigthed Weigthed average average average average Number of remaining exercise Number of remaining exercise options life (years) price options life (years) price 200,000 6.40 $ 0.25 200,000 6.40 $ 0.25
Schedule of Assumptions Used to Value Options	Risk-free interest rate 0.32 % Dividend yield - Volatility 152.50 % Expected life in years 2 years Exercise price $ 0.25
Schedule of Warrant Activity	March 31, 2015 December 31, 2014 Weighted Weigthed Weighted Weigthed average average average average Number of remaining exercise Number of remaining exercise warrants life (years) price warrants life (years) price Warrants outstanding, beginning of year 1,540,625 1.5 $ 0.66 600,000 2 $ 0.71 Granted - - 940,625 1.6 0.63 Exercised - - - - Expired - - - - - - Warrants outstanding, end of period 1,540,625 1.25 $ 0.66 1,540,625 1.5 $ 0.66
Summary of Warrants Outstanding, by Price Range	March 31, 2015 Warrants Outstanding Weigthed average Weigthed average Number of options remaining life (years) exercise price 250,000 0.5 $ 0.30 100,000 1 0.50 1,190,625 1.3 0.75 1,540,625 1.25 $ 0.66

PROVISION FOR INCOME TAXES (Tab

PROVISION FOR INCOME TAXES (Tables)	3 Months Ended
	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Schedule of Components of Provision for Income Taxes	Net operating losses $ 352,772 Valuation allowance (352,772 ) $ -
Reconciliation of Effective Tax Rate as a Percentage of Income Before Taxes and Federal Statutory Rate	Federal rate 34 % State rate - Combined Tax Rate 34 % Valuation allowance (34 %) 0 %

COMMITMENTS (Tables)

COMMITMENTS (Tables)	3 Months Ended
	Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Schedule of Financial Commitments	Year ending December 31, 2015 $ 8,309 2016 13,066 2017 13,400 2018 6,761 Total 41,536

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2015
Fair Value Disclosures [Abstract]
Fair Value Hierarchy for Those Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis	Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 134,793 - $ - 134,793 Derivative liabilities - - 230,430 230,430

RESTATEMENT OF PRIOR FINANCIA23

RESTATEMENT OF PRIOR FINANCIALS (Tables)	3 Months Ended
	Mar. 31, 2015
Accounting Changes and Error Corrections [Abstract]
Restatement	March 31, 2015 Net loss prior to restatement $ (1,020,857 ) (1) 20,553 Net loss after restatement $ (1,000,304 ) (2) $ 8,651,706 Accumulated deficit – prior to restatement (9,050,606 ) Accumulated deficit – after restatement $ (398,900 ) (1) Reflects removal of the former discontinued operations related to the DNA Precious Metals, Inc. business (2) Reflects correction of an error related to the is this combination accounting March 31, 2015 Previously reported Restated Change Statement of Operations Loss from discontinued operations $ (20,553 ) $ - $ (20,553 ) Net loss (1,020,857 ) (1,000,304 ) 20,553 Balance Sheet Goodwill 9,050,606 - (9,050,606 ) Additional paid in capital (17,166,547 ) (362,311 ) 16,804,236 Accumulated deficit 8,791,194 1,037,564 (7,753,630 ) Statement of Cash Flow Net loss (1,020,857 ) (1,000,304 ) 20,553 Depreciation and amortization 3,254 3,179 (75 ) Change and prepaid expenses (104,632 ) (101,171 ) 3,461 Change in accounts payable (31,363 ) (18,017 ) 13,346 Repayment of notes payable (2,073 ) (5,000 ) (2,927 ) Effect on foreign currency (6,109 ) - 6,109 Cash –Beginning of year 53,813 13,346 (40,467 )

ORGANIZATION AND BASIS OF PRE24

ORGANIZATION AND BASIS OF PRESENTATION (Details)	1 Months Ended			2 Months Ended		3 Months Ended				12 Months Ended
	Mar. 31, 2015USD ($)shares	Feb. 28, 2015USD ($)shares	Jan. 31, 2015USD ($)shares	Nov. 27, 2013USD ($)shares	Nov. 27, 2013CADshares	Mar. 31, 2015USD ($)	Mar. 31, 2015CAD	Mar. 31, 2014USD ($)	Mar. 31, 2014CAD	Dec. 31, 2014USD ($)shares
Class of Stock [Line Items]
Net loss | $						$ 1,000,304		$ 1,972
Common shares issued for services, shares	5,050,000	2,500,000	9,150,000
Common shares issued for services	$ 189,375	$ 125,000	$ 457,500				CAD 771,875
Former Supplier [Member]
Class of Stock [Line Items]
Common shares issued for services, shares				40,000	40,000
Common shares issued for services | $				$ 20,000
Payments to acquire assets | CAD					CAD 20,000
Investor Relations Service Provider [Member]
Class of Stock [Line Items]
Common shares issued for services, shares										121,500
Common shares issued for services | $										$ 400,000

ORGANIZATION AND BASIS OF PRE25

ORGANIZATION AND BASIS OF PRESENTATION (Details 1)

Jan. 20, 2015shares

Jan. 16, 2015shares

Apr. 14, 2014USD ($)

Jan. 10, 2014USD ($)shares

Jan. 10, 2014CADshares

Nov. 27, 2013CADshares

Mar. 31, 2015USD ($)

Mar. 31, 2015CAD

Mar. 31, 2014USD ($)

Mar. 31, 2014CAD

Mar. 27, 2015USD ($)

Nov. 27, 2013USD ($)

Business Acquisition [Line Items]

Initial order for merchandise

$ 43,775,000

Amount prepaid for initial order for merchandise

$ 9,816,000

Percentage of amount of initial order for merchandise prepaid

30.00%

Net debt proceeds

$ 35,500,000

Proceeds from sale of common stock

$ 7,000,000

CAD 0

Breathee Cigs [Member]

Business Acquisition [Line Items]

Percentage of interests acquired

100.00%

Number of shares issued for acquisitions | shares

150,000,000

150,000,000

Total cost of acquisition

Breathee Cigs [Member] | Former Shareholders [Member]

Business Acquisition [Line Items]

Ownership percentage

54.30%

54.30%

DNA Canada Inc [Member] | Spinoff [Member]

Business Acquisition [Line Items]

Exchange ratio

0.5

Mining Claims in County of Portneuf [Member]

Business Acquisition [Line Items]

Percentage of interests acquired

100.00%

Total cost of acquisition

$ 454,700

Mineral Claims and Assets Two [Member]

Business Acquisition [Line Items]

Percentage of interests acquired

100.00%

Purchase price | CAD

CAD 1,000,000

CAD 7,000,000

Number of shares issued for acquisitions | shares

1,000,000

1,000,000

Net smelter return

1.00%

1.00%

Value of shares of common stock paid in acquisitions

$ 34,000,000

Total cost of acquisition

$ 40,384,000

Mineral Claims and Assets One [Member]

Business Acquisition [Line Items]

Percentage of interests acquired

100.00%

Purchase price | CAD

CAD 7,500,000

Number of shares issued for acquisitions | shares

1,050,000

Value of shares of common stock paid in acquisitions

$ 49,686,000

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Earnings Per Share) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Accounting Policies [Abstract]
Net loss	$ (1,000,304)	$ (1,972)
Weighted-average common shares outstanding (Basic)	234,375,630
Weighted-average common shares Equivalent
Stock options	200,000
Warrants	1,540,625
Weighted-average common shares outstanding (Diluted)	236,116,255

SUMMARY OF SIGNIFICANT ACCOUN27

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Assumptions) (Details)	Apr. 28, 2014	Mar. 31, 2015
Convertible Debt [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free interest rate	0.0577%	0.04%
Dividend yield
Expected volatility	86.31%	175.00%
Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk free interest rate	0.144%	0.04%
Dividend yield
Expected volatility	97.33%	175.00%

ACQUISITION (Details)

ACQUISITION (Details) - shares	Jan. 20, 2015	Jan. 16, 2015
Breathee Cigs [Member]
Business Acquisition [Line Items]
Number of shares issued for acquisitions	150,000,000	150,000,000

CONVERTIBLE NOTES AND DERIVAT29

CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (Narrative) (Details) - USD ($)

May. 07, 2015

Apr. 08, 2015

Mar. 31, 2015

Mar. 13, 2015

Mar. 11, 2015

Mar. 06, 2015

Feb. 09, 2015

Feb. 04, 2015

Aug. 06, 2014

Apr. 28, 2014

Dec. 31, 2014

Nov. 05, 2014

Mar. 31, 2015

Mar. 31, 2014

Debt Instrument [Line Items]

Proceeds received from convertible notes

$ 355,000

Proceeds from Issuance of Debt

35,500,000

Original Issue Discount

$ 11,505

$ 0

11,505

Amortization of original issue discount

995

Transaction Expense Amount

11,500

Loss on the fair value of the derivative liabilities

(33,390)

Derivative Liability, Current

$ 230,430

$ 230,430

Convertible Note Seven [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Repayment terms

After the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment Factor” shall equal one hundred and fifty percent (150%), provided that such Prepayment factor shall equal one hundred and twenty percent (120%) if the Optional Prepayment Date occurs on or before the date which is three (3) months following the Issue Date hereof.The note may be prepaid at any time during the period beginning on the Issue Date and ending on the date which is three (3) months following the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full.

Interest rate (as a percent)

10.00%

Debt instrument, terms of conversion

The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 60% of the lowest trading price of the Company's common stock as reported on the OTCQB for the twenty prior trading days including the day upon which a notice of conversion is delivered.

Maximum borrowing capacity

$ 53,000

Debt, original principal

53,000

Proceeds from Issuance of Debt

50,000

Original Issue Discount

$ 3,000

Convertible note issued on March 31, 2015 [Member]

Debt Instrument [Line Items]

Repayment terms

The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.

Interest rate (as a percent)

8.00%

8.00%

Debt instrument, terms of conversion

The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company's common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.

Maximum borrowing capacity

$ 105,000

$ 105,000

Debt, original principal

105,000

105,000

Proceeds from Issuance of Debt

100,000

Original Issue Discount

$ 5,000

$ 5,000

Convertible Note Five [Member]

Debt Instrument [Line Items]

Repayment terms

he note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.

Interest rate (as a percent)

8.00%

Debt instrument, terms of conversion

The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company's common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.

Maximum borrowing capacity

$ 52,500

Debt, original principal

52,500

Proceeds from Issuance of Debt

50,000

Original Issue Discount

$ 2,500

Convertible Note Four [Member]

Debt Instrument [Line Items]

Repayment terms

he note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.

Interest rate (as a percent)

8.00%

Debt instrument, terms of conversion

The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company's common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.

Maximum borrowing capacity

$ 52,500

Debt, original principal

52,500

Proceeds from Issuance of Debt

50,000

Original Issue Discount

$ 2,500

Convertible Note Three [Member]

Debt Instrument [Line Items]

Repayment terms

The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 116% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 122% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 128% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 134% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.

Interest rate (as a percent)

8.00%

Debt instrument, terms of conversion

The conversion price will be 60%, equivalent to a 40% discount, of the lowest trading price of the Company's common stock during the 25 trading days prior to conversion.

Maximum borrowing capacity

$ 31,500

Debt, original principal

31,500

Proceeds from Issuance of Debt

30,000

Original Issue Discount

$ 1,500

Convertible Note Two [Member]

Debt Instrument [Line Items]

Repayment terms

he note may be prepaid according to the following schedule: Between 1 and 45 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 46 and 90 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 91 and 135 days from the date of execution, the note may be prepaid for 125% of face value plus accrued interest. Between 136 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid without written consent from the investor.

Interest rate (as a percent)

8.00%

Debt instrument, terms of conversion

The conversion price will be 60%, equivalent to a 40% discount, of the lowest trading price of the Company's common stock during the 25 trading days prior to conversion.

Maximum borrowing capacity

$ 110,000

Debt, original principal

110,000

Proceeds from Issuance of Debt

100,000

Original Issue Discount

$ 10,000

Maturity term

1 year

Penalty interest rate (as a percent)

20.00%

Convertible Note Two [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Debt, original principal

$ 110,000

Feb 2,015

Debt Instrument [Line Items]

Debt instrument, conversion price

$ 0.065

Interest rate (as a percent)

10.00%

Debt instrument, terms of conversion

The note is convertible at the lesser of $0.065 or 60% of the lowest trade price in the 25 trading days previous to the conversion.

Debt, original principal

$ 27,500

Proceeds from Issuance of Debt

25,000

Original Issue Discount

$ 2,500

Maturity term

2 years

Additional interest charge

Interest rate, maximum

12.00%

April 2,014

Debt Instrument [Line Items]

Repayment terms

The principal amount was to be paid to the investor in six (6) tranches of an initial amount under the Convertible Note of $250,000 and five (5) additional amounts of $50,000, with each of the additional amounts represented by Investor Notes

Debt instrument, borrowings during period

$ 250,000

Debt installment amount

$ 34,531

Debt instrument, conversion price

$ 0.40

$ 0.40

Redemption percentage

125.00%

Interest rate (as a percent)

10.00%

10.00%

Default interest rate

22.00%

22.00%

Debt instrument, terms of conversion

In addition, if the Company failed to issue stock to the investor within three trading days of receipt of a notice of conversion, the Company must pay a penalty equal to the greater of greater of $500 per day and 2% of the applicable conversion amount or installment amount, as applicable (but, in any event, the cumulative amount of such late fees shall not exceed the applicable conversion amount or installment amount). The Notes were secured by an interest in all right, title, interest, claims and demands of the Company in and to the property described in the Security Agreement, and all replacements, proceeds, products, and accessions thereof.The Notes were convertible into shares of our common stock in six tranches, consisting of (i) an initial tranche in an amount equal to $277,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Securities Purchase Agreement), and (ii) five (5) additional tranches, each in the amount of $55,000, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents. Except in the case of a Company default, the Notes are convertible by the investor at a price of $.40 per share.

Debt, original principal

$ 500,000

Proceeds from Issuance of Debt

552,500

Original Issue Discount

$ 50,000

Convertible debt

$ 277,500

$ 277,500

Debt Instrument Discount Rate

10.00%

Transaction Expense Amount

$ 2,500

Aug 2014 Note

Debt Instrument [Line Items]

Debt instrument, conversion price

$ 0.16

$ 0.16

Debt instrument, terms of conversion

The Investor had the right, at any time after the transaction date, at its election, to convert all or part of the outstanding and unpaid principal amount and accrued interest (and any other fees) into fully paid and non-assessable shares of common stock of the Company.The conversion price was the lesser of $0.16 or 60% of the lowest trade price in the 25 trading days prior to the conversion. Unless otherwise agreed in writing by both parties, at no time will the Investor convert any amount of the Convertible Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding of the Company.

Proceeds from Issuance of Debt

$ 66,000

Interest rate, maximum

12.00%

Interest expenses

$ 3,333

Repayments of convertible notes

$ 277,500

$ 33,333

Repayment, percentage of principal

50.00%

Debt Instrument Discount Rate

10.00%

Interest rate, minimum

0.00%

Loss on the fair value of the derivative liabilities

$ (33,390)

Derivative Liability, Current

$ 230,430

230,430

Aug 2014 Note | Scenario, Forecast [Member]

Debt Instrument [Line Items]

Debt, original principal

250,000

250,000

Proceeds from Issuance of Debt

225,000

Original Issue Discount

$ 25,000

$ 25,000

Debt Instrument Redemption Period Nine [Member] | Convertible note issued on March 31, 2015 [Member]

Debt Instrument [Line Items]

Redemption percentage

135.00%

Debt Instrument Redemption Period Nine [Member] | Convertible Note Five [Member]

Debt Instrument [Line Items]

Redemption percentage

135.00%

Debt Instrument Redemption Period Nine [Member] | Convertible Note Four [Member]

Debt Instrument [Line Items]

Redemption percentage

135.00%

Debt Instrument Redemption Period Nine [Member] | Convertible Note Three [Member]

Debt Instrument [Line Items]

Redemption percentage

134.00%

Debt Instrument, Redemption, Period Five [Member] | Convertible note issued on March 31, 2015 [Member]

Debt Instrument [Line Items]

Redemption percentage

105.00%

Debt Instrument, Redemption, Period Five [Member] | Convertible Note Five [Member]

Debt Instrument [Line Items]

Redemption percentage

105.00%

Debt Instrument, Redemption, Period Five [Member] | Convertible Note Four [Member]

Debt Instrument [Line Items]

Redemption percentage

105.00%

Debt Instrument, Redemption, Period Five [Member] | Convertible Note Three [Member]

Debt Instrument [Line Items]

Redemption percentage

110.00%

Debt Instrument Redemption Period Seven [Member] | Convertible note issued on March 31, 2015 [Member]

Debt Instrument [Line Items]

Redemption percentage

120.00%

Debt Instrument Redemption Period Seven [Member] | Convertible Note Five [Member]

Debt Instrument [Line Items]

Redemption percentage

120.00%

Debt Instrument Redemption Period Seven [Member] | Convertible Note Four [Member]

Debt Instrument [Line Items]

Redemption percentage

120.00%

Debt Instrument Redemption Period Seven [Member] | Convertible Note Three [Member]

Debt Instrument [Line Items]

Redemption percentage

122.00%

Debt Instrument Redemption Period Ten [Member] | Convertible note issued on March 31, 2015 [Member]

Debt Instrument [Line Items]

Redemption percentage

140.00%

Debt Instrument Redemption Period Ten [Member] | Convertible Note Five [Member]

Debt Instrument [Line Items]

Redemption percentage

140.00%

Debt Instrument Redemption Period Ten [Member] | Convertible Note Four [Member]

Debt Instrument [Line Items]

Redemption percentage

140.00%

Debt Instrument Redemption Period Ten [Member] | Convertible Note Three [Member]

Debt Instrument [Line Items]

Redemption percentage

135.00%

Debt Instrument Redemption Period Six [Member] | Convertible note issued on March 31, 2015 [Member]

Debt Instrument [Line Items]

Redemption percentage

115.00%

Debt Instrument Redemption Period Six [Member] | Convertible Note Five [Member]

Debt Instrument [Line Items]

Redemption percentage

115.00%

Debt Instrument Redemption Period Six [Member] | Convertible Note Four [Member]

Debt Instrument [Line Items]

Redemption percentage

115.00%

Debt Instrument Redemption Period Six [Member] | Convertible Note Three [Member]

Debt Instrument [Line Items]

Redemption percentage

116.00%

Debt Instrument Redemption Period Eight [Member] | Convertible note issued on March 31, 2015 [Member]

Debt Instrument [Line Items]

Redemption percentage

130.00%

Debt Instrument Redemption Period Eight [Member] | Convertible Note Five [Member]

Debt Instrument [Line Items]

Redemption percentage

130.00%

Debt Instrument Redemption Period Eight [Member] | Convertible Note Four [Member]

Debt Instrument [Line Items]

Redemption percentage

130.00%

Debt Instrument Redemption Period Eight [Member] | Convertible Note Three [Member]

Debt Instrument [Line Items]

Redemption percentage

128.00%

Debt Instrument, Redemption, Period One [Member] | Convertible Note Two [Member]

Debt Instrument [Line Items]

Redemption percentage

105.00%

Debt Instrument, Redemption, Period Two [Member] | Convertible Note Two [Member]

Debt Instrument [Line Items]

Redemption percentage

110.00%

Debt Instrument, Redemption, Period Three [Member] | Convertible Note Two [Member]

Debt Instrument [Line Items]

Redemption percentage

125.00%

Debt Instrument, Redemption, Period Four [Member] | Convertible Note Two [Member]

Debt Instrument [Line Items]

Redemption percentage

135.00%

Convertible Note Holders Warrants [Member]

Debt Instrument [Line Items]

Number of shares covered by warrants

690,625

690,625

Warrant exercise price

$ 0.75

$ 0.75

Warrant term

2 years

Warrant [Member]

Debt Instrument [Line Items]

Warrant exercise price

$ 0.75

M Capital Partners LLC [Member] | Convertible Note Two [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Payment by M Capital Partners LLC to Iconic in consideration of note assigned

$ 145,000

STOCKHOLDERS' DEFICIT (Narrativ

STOCKHOLDERS' DEFICIT (Narrative) (Details)	Jan. 20, 2015shares	Jan. 16, 2015shares	Jan. 10, 2014USD ($)shares	Mar. 31, 2015USD ($)$ / sharesshares	Feb. 28, 2015USD ($)$ / sharesshares	Jan. 31, 2015USD ($)$ / sharesshares	Dec. 31, 2014USD ($)$ / sharesshares	Nov. 27, 2013USD ($)shares	Mar. 31, 2015$ / sharesshares	Mar. 31, 2015CAD	Mar. 31, 2014CAD	Dec. 31, 2014USD ($)$ / sharesshares
Class of Stock [Line Items]
Preferred stock, shares authorized				10,000,000			10,000,000		10,000,000			10,000,000
Preferred Stock, par value | $ / shares				$ 0.001			$ 0.001		$ 0.001			$ 0.001
Common stock, shares authorized				500,000,000			500,000,000		500,000,000			500,000,000
Common Stock, par value | $ / shares				$ 0.001			$ 0.001		$ 0.001			$ 0.001
Common Stock, shares issued				276,352,667					276,352,667
Common Stock, shares outstanding				276,352,667					276,352,667
Common stock issued, price per share | $ / shares									$ 0.03
Value of shares issued | $						$ 20,000
Number of shares issued						400,000
Value of stock issued for services				$ 189,375	$ 125,000	$ 457,500				CAD 771,875
Shares of stock issued for services				5,050,000	2,500,000	9,150,000
Shares issued in private placement | $							$ 715,500
Shares issued in private placement, shares							14,310,000
Shares issued, price per share | $ / shares							$ 0.05					0.05
Exercise price | $ / shares												$ 0.25
Cancelled shares, previously issued												4,250,000
Value of shares repurchased | $				$ 50,000
Number of shares re-purchased				1,666,667
Share price (in dollars per share) | $ / shares				$ 0.0375	$ 0.05	$ 0.05			0.0375
Stock options exercised, shares												50,000
Stock options exercised | $												$ 12,500
Convertible Note Holders Warrants [Member]
Class of Stock [Line Items]
Warrant exercise price | $ / shares				$ 0.75					$ 0.75
Former Supplier [Member]
Class of Stock [Line Items]
Value of stock issued for services | $								$ 20,000
Shares of stock issued for services								40,000
Investor Relations Service Provider [Member]
Class of Stock [Line Items]
Value of stock issued for services | $												$ 400,000
Shares of stock issued for services												121,500
TAUG [Member]
Class of Stock [Line Items]
Value of shares issued | $				$ 100,000
Number of shares issued				2,666,667
Number of shares received				10,869,565
Value of shares received | $				$ 100,000
Breathee Cigs [Member]
Class of Stock [Line Items]
Number of shares issued for acquisitions	150,000,000	150,000,000
Mineral Claims and Assets Two [Member]
Class of Stock [Line Items]
Number of shares issued for acquisitions			1,000,000
Value of shares of common stock paid in acquisitions | $			$ 34,000,000
Mineral Claims and Assets One [Member]
Class of Stock [Line Items]
Number of shares issued for acquisitions								1,050,000
Value of shares of common stock paid in acquisitions | $								$ 49,686,000

STOCKHOLDERS' DEFICIT (Schedule

STOCKHOLDERS' DEFICIT (Schedule of Stock Option Activity) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Number of options:
Exercised		(50,000)
Weighted average exercisable price:
Exercised		$ (0.25)
Employee Stock Option [Member]
Number of options:
Outstanding, beginning of period	200,000	1,283,000
Granted
Exercised		(50,000)
Forfeited		(1,033,000)
Expired
Outstanding, end of period	200,000	200,000
Weighted average exercisable price:
Outstanding, beginning of period	$ 0.25	$ 0.25
Granted
Exercised		$ (0.25)
Forfeited		$ (0.25)
Expired
Outstanding, end of period	$ 0.25	$ 0.25
Weighted-average assumptions:
Risk-free interest rate	0.32%
Dividend yield
Volatility	152.50%
Expected life in years	2 years
Exercise price	$ 0.25
Stock-based compensation expense	$ 0

STOCKHOLDERS' DEFICIT (Summary

STOCKHOLDERS' DEFICIT (Summary of Options Outstanding and Exercisable by Price Range) (Details) - Employee Stock Option [Member] - Exercise Price Range One [Member]	3 Months Ended
	Mar. 31, 2015$ / sharesshares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options	200,000
Weighted average remaining life (years)	6 years 4 months 24 days
Weighted average exercise price | $ / shares	$ 0.25
Number of options	200,000
Weighted average remaining life (years)	6 years 4 months 24 days
Weighted average exercise price | $ / shares	$ 0.25

STOCKHOLDERS' DEFICIT (Schedu33

STOCKHOLDERS' DEFICIT (Schedule of Warrant Activity) (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Number of warrants
Exercised		(50,000)
Weighted average exercise price:
Exercised		$ (0.25)
Warrant [Member]
Number of warrants
Outstanding, beginning of period	1,540,625	600,000
Granted		940,625
Exercised
Expired
Outstanding, end of period	1,540,625	1,540,625
Weighted average remaining life (years)
Granted		1 year 7 months 6 days
Outstanding, end of period	1 year 3 months	1 year 6 months
Weighted average exercise price:
Outstanding, beginning of period	$ 0.66	$ 0.71
Granted		$ 0.63
Exercised
Expired
Outstanding, end of period	$ 0.66	$ 0.66

STOCKHOLDERS' DEFICIT (Summar34

STOCKHOLDERS' DEFICIT (Summary of Warrants by Price Range) (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2015$ / sharesshares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options	1,540,625
Weighted average remaining life (years)	1 year 3 months
Weighted average exercise price | $ / shares	$ 0.66
Exercise Price Range One [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options	250,000
Weighted average remaining life (years)	6 months
Weighted average exercise price | $ / shares	$ 0.30
Exercise Price Range Two [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options	100,000
Weighted average remaining life (years)	1 year
Weighted average exercise price | $ / shares	$ 0.50
Exercise Price Range Three [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of options	1,190,625
Weighted average remaining life (years)	1 year 3 months 18 days
Weighted average exercise price | $ / shares	$ 0.75

DEFERRED FINANCING FEES (Detail

DEFERRED FINANCING FEES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2013
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Warrants issued for deferred financing fees			$ 25,431
Amortization period	2 years
Amortization of deferred financing fees	$ 3,179	$ 0

PROVISION FOR INCOME TAXES (Sch

PROVISION FOR INCOME TAXES (Schedule of Provision for Income Taxes) (Details)	Mar. 31, 2015USD ($)
Income Tax Disclosure [Abstract]
Net operating losses	$ 352,772
Valuation allowance	$ (352,772)
Deferred Tax Assets, Net, Total

PROVISION FOR INCOME TAXES (Rec

PROVISION FOR INCOME TAXES (Reconciliation of the Company's Effective Tax Rate) (Details)	3 Months Ended
	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Federal rate	34.00%
State rate
Combined Tax Rate	34.00%
Valuation allowance	(34.00%)
Effective Income Tax Rate, Continuing Operations, Total	0.00%

COMMITMENTS (Details)

COMMITMENTS (Details)	Mar. 31, 2015USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,015	$ 8,309
2,016	13,066
2,017	13,400
2,018	6,761
Total	$ 41,536

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 0	$ 0

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring [Member]	Mar. 31, 2015USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 134,793
Derivative liabilities	230,430
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 134,793
Derivative liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Derivative liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents
Derivative liabilities	$ 230,430

SUBSEQUENT EVENTS (Narrative) (

SUBSEQUENT EVENTS (Narrative) (Details)	May. 11, 2015item	May. 07, 2015USD ($)	May. 06, 2015USD ($)$ / sharesshares	Apr. 22, 2015USD ($)	Apr. 17, 2015USD ($)shares	Apr. 08, 2015USD ($)	Apr. 06, 2015USD ($)$ / sharesshares	Mar. 31, 2015USD ($)$ / sharesshares	Mar. 13, 2015USD ($)	Mar. 11, 2015USD ($)	Mar. 06, 2015USD ($)	Feb. 09, 2015USD ($)	Feb. 04, 2015USD ($)$ / shares	Aug. 06, 2014USD ($)	Apr. 28, 2014USD ($)	May. 31, 2015USD ($)$ / sharesshares	Mar. 31, 2015USD ($)$ / sharesshares	Feb. 28, 2015USD ($)$ / sharesshares	Jan. 31, 2015USD ($)$ / sharesshares	Dec. 31, 2014USD ($)shares	Mar. 31, 2015USD ($)$ / sharesshares	Mar. 31, 2015CAD	Mar. 31, 2014CAD
Subsequent Event [Line Items]
Value of shares repurchased																	$ 50,000
Equity Issuance, Per Share Amount | $ / shares																					$ 0.03
Number of shares re-purchased | shares																	1,666,667
Shares of stock issued for services | shares																	5,050,000	2,500,000	9,150,000
Value of stock issued for services																	$ 189,375	$ 125,000	$ 457,500			CAD 771,875
Share price (in dollars per share) | $ / shares								$ 0.0375									$ 0.0375	$ 0.05	$ 0.05		$ 0.0375
Proceeds from Issuance of Debt																					$ 35,500,000
Original Issue Discount								$ 11,505									$ 11,505			$ 0	$ 11,505
Common stock, shares issued | shares								276,352,667									276,352,667				276,352,667
Common stock, shares outstanding | shares								276,352,667									276,352,667				276,352,667
Fee to provide general financial advisory and investment banking services																					$ 878,928
Shares issued in private placement, shares | shares																				14,310,000
Shares issued in private placement																				$ 715,500
Lynx Mining LLC [Member]
Subsequent Event [Line Items]
Common stock, shares outstanding | shares								10,000,000									10,000,000				10,000,000
Feb 2,015
Subsequent Event [Line Items]
Interest rate (as a percent)													10.00%
Face amount													$ 27,500
Proceeds from Issuance of Debt													25,000
Original Issue Discount													$ 2,500
Debt instrument, terms of conversion													The note is convertible at the lesser of $0.065 or 60% of the lowest trade price in the 25 trading days previous to the conversion.
Maturity term													2 years
Debt instrument, conversion price | $ / shares													$ 0.065
Convertible note issued on March 31, 2015 [Member]
Subsequent Event [Line Items]
Interest rate (as a percent)								8.00%									8.00%				8.00%
Maximum borrowing capacity								$ 105,000									$ 105,000				$ 105,000
Face amount								105,000									105,000				105,000
Proceeds from Issuance of Debt								100,000
Original Issue Discount								$ 5,000									$ 5,000				$ 5,000
Debt instrument, terms of conversion								The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company's common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.
Repayment terms								The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.
Convertible Note Five [Member]
Subsequent Event [Line Items]
Interest rate (as a percent)									8.00%
Maximum borrowing capacity									$ 52,500
Face amount									52,500
Proceeds from Issuance of Debt									50,000
Original Issue Discount									$ 2,500
Debt instrument, terms of conversion									The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company's common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.
Repayment terms									he note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.
Convertible Note Four [Member]
Subsequent Event [Line Items]
Interest rate (as a percent)										8.00%
Maximum borrowing capacity										$ 52,500
Face amount										52,500
Proceeds from Issuance of Debt										50,000
Original Issue Discount										$ 2,500
Debt instrument, terms of conversion										The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company's common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.
Repayment terms										he note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.
Convertible Note Three [Member]
Subsequent Event [Line Items]
Interest rate (as a percent)											8.00%
Maximum borrowing capacity											$ 31,500
Face amount											31,500
Proceeds from Issuance of Debt											30,000
Original Issue Discount											$ 1,500
Debt instrument, terms of conversion											The conversion price will be 60%, equivalent to a 40% discount, of the lowest trading price of the Company's common stock during the 25 trading days prior to conversion.
Repayment terms											The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 116% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 122% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 128% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 134% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.
Convertible Note Two [Member]
Subsequent Event [Line Items]
Interest rate (as a percent)												8.00%
Maximum borrowing capacity												$ 110,000
Face amount												110,000
Proceeds from Issuance of Debt												100,000
Original Issue Discount												$ 10,000
Debt instrument, terms of conversion												The conversion price will be 60%, equivalent to a 40% discount, of the lowest trading price of the Company's common stock during the 25 trading days prior to conversion.
Repayment terms												he note may be prepaid according to the following schedule: Between 1 and 45 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 46 and 90 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 91 and 135 days from the date of execution, the note may be prepaid for 125% of face value plus accrued interest. Between 136 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid without written consent from the investor.
Maturity term												1 year
April 2,014
Subsequent Event [Line Items]
Interest rate (as a percent)								10.00%									10.00%				10.00%
Face amount															$ 500,000
Proceeds from Issuance of Debt															552,500
Original Issue Discount															$ 50,000
Debt instrument, terms of conversion																					In addition, if the Company failed to issue stock to the investor within three trading days of receipt of a notice of conversion, the Company must pay a penalty equal to the greater of greater of $500 per day and 2% of the applicable conversion amount or installment amount, as applicable (but, in any event, the cumulative amount of such late fees shall not exceed the applicable conversion amount or installment amount). The Notes were secured by an interest in all right, title, interest, claims and demands of the Company in and to the property described in the Security Agreement, and all replacements, proceeds, products, and accessions thereof.The Notes were convertible into shares of our common stock in six tranches, consisting of (i) an initial tranche in an amount equal to $277,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Securities Purchase Agreement), and (ii) five (5) additional tranches, each in the amount of $55,000, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents. Except in the case of a Company default, the Notes are convertible by the investor at a price of $.40 per share.	In addition, if the Company failed to issue stock to the investor within three trading days of receipt of a notice of conversion, the Company must pay a penalty equal to the greater of greater of $500 per day and 2% of the applicable conversion amount or installment amount, as applicable (but, in any event, the cumulative amount of such late fees shall not exceed the applicable conversion amount or installment amount). The Notes were secured by an interest in all right, title, interest, claims and demands of the Company in and to the property described in the Security Agreement, and all replacements, proceeds, products, and accessions thereof.The Notes were convertible into shares of our common stock in six tranches, consisting of (i) an initial tranche in an amount equal to $277,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Securities Purchase Agreement), and (ii) five (5) additional tranches, each in the amount of $55,000, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents. Except in the case of a Company default, the Notes are convertible by the investor at a price of $.40 per share.
Repayment terms																					The principal amount was to be paid to the investor in six (6) tranches of an initial amount under the Convertible Note of $250,000 and five (5) additional amounts of $50,000, with each of the additional amounts represented by Investor Notes	The principal amount was to be paid to the investor in six (6) tranches of an initial amount under the Convertible Note of $250,000 and five (5) additional amounts of $50,000, with each of the additional amounts represented by Investor Notes
Debt instrument, conversion price | $ / shares								$ 0.40									$ 0.40				$ 0.40
Aug 2014 Note
Subsequent Event [Line Items]
Proceeds from Issuance of Debt														$ 66,000
Debt instrument, terms of conversion																					The Investor had the right, at any time after the transaction date, at its election, to convert all or part of the outstanding and unpaid principal amount and accrued interest (and any other fees) into fully paid and non-assessable shares of common stock of the Company.The conversion price was the lesser of $0.16 or 60% of the lowest trade price in the 25 trading days prior to the conversion. Unless otherwise agreed in writing by both parties, at no time will the Investor convert any amount of the Convertible Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding of the Company.	The Investor had the right, at any time after the transaction date, at its election, to convert all or part of the outstanding and unpaid principal amount and accrued interest (and any other fees) into fully paid and non-assessable shares of common stock of the Company.The conversion price was the lesser of $0.16 or 60% of the lowest trade price in the 25 trading days prior to the conversion. Unless otherwise agreed in writing by both parties, at no time will the Investor convert any amount of the Convertible Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding of the Company.
Debt instrument, conversion price | $ / shares								$ 0.16									$ 0.16				$ 0.16
Aug 2014 Note | Scenario, Forecast [Member]
Subsequent Event [Line Items]
Face amount								$ 250,000									$ 250,000				$ 250,000
Proceeds from Issuance of Debt																					225,000
Original Issue Discount								25,000									25,000				$ 25,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Equity Issuance, Per Share Amount | $ / shares																					$ 0.03
Shares of stock issued for services | shares			22,150,000				1,250,000									5,250,000
Value of stock issued for services			$ 3,101,000				$ 53,750									$ 157,500
Share price (in dollars per share) | $ / shares			$ 0.14				$ 0.043									$ 0.03
Common stock, shares issued | shares					276,352,667
Common stock, shares outstanding | shares					276,352,667
Number of common stock issued in conversion of accounts payable related to the outstanding invoice for the purchase of inventory | shares																750,000
Value of common stock issued in conversion of accounts payable related to the outstanding invoice for the purchase of inventory																$ 22,500
Number of common stock issued to a noteholder | shares																300,000
Value of common stock issued to a noteholder																$ 9,000
Shares issued in private placement, shares | shares			14,833,999
Shares issued in private placement			$ 445,020
Number of wholly owned subsidiaries formed | item	2
Common Stock, Value, Subscriptions								$ 50,000									$ 50,000				$ 50,000
Common Stock, Shares Subscribed but Unissued | shares								1,666,667									1,666,667				1,666,667
Subsequent Event [Member] | Maxim Group LLC [Member]
Subsequent Event [Line Items]
Shares of stock issued for services | shares					6,908,817
Percentage of the issued and outstanding stock at the date of execution issued in exchange of general financial advisory and investment banking services					2.50%
Fee to provide general financial advisory and investment banking services					$ 5,000
Subsequent Event [Member] | Feb 2015
Subsequent Event [Line Items]
Repayment of debt				$ 27,778
Additional payment				2,778
Sum of loan tranches used to calculate additional payment				25,000
Total net proceeds available used to calculate additional payment				225,000
Total principal sum of loan tranches used to calculate additional payment				$ 250,000
Subsequent Event [Member] | Convertible Note Seven [Member]
Subsequent Event [Line Items]
Interest rate (as a percent)						10.00%
Maximum borrowing capacity						$ 53,000
Face amount						53,000
Proceeds from Issuance of Debt						50,000
Original Issue Discount						$ 3,000
Debt instrument, terms of conversion						The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company's common stock at a price for each share of common stock equal to 60% of the lowest trading price of the Company's common stock as reported on the OTCQB for the twenty prior trading days including the day upon which a notice of conversion is delivered.
Repayment terms						After the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment Factor” shall equal one hundred and fifty percent (150%), provided that such Prepayment factor shall equal one hundred and twenty percent (120%) if the Optional Prepayment Date occurs on or before the date which is three (3) months following the Issue Date hereof.The note may be prepaid at any time during the period beginning on the Issue Date and ending on the date which is three (3) months following the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full.
Subsequent Event [Member] | Convertible Note Two [Member]
Subsequent Event [Line Items]
Face amount		$ 110,000
Subsequent Event [Member] | Convertible Note Two [Member] | M Capital Partners LLC [Member]
Subsequent Event [Line Items]
Payment by M Capital Partners LLC to Iconic in consideration of note assigned		$ 145,000
Subsequent Event [Member] | Advisory Board Member [Member]
Subsequent Event [Line Items]
Shares issued pursuant to employment contracts, shares | shares			3,750,000
Shares issued pursuant to employment contracts			$ 525,000
Subsequent Event [Member] | Director [Member]
Subsequent Event [Line Items]
Shares issued pursuant to employment contracts, shares | shares			2,000,000
Shares issued pursuant to employment contracts			$ 280,000

RESTATEMENT OF PRIOR FINANCIA42

RESTATEMENT OF PRIOR FINANCIALS - Restatement (Details)	3 Months Ended
	Mar. 31, 2015USD ($)	Mar. 31, 2015CAD	Mar. 31, 2014USD ($)
Net loss | $	$ (1,000,304)		$ (1,972)
Accumulated deficit		CAD (398,900)
Scenario, Previously Reported [Member]
Net loss		(1,020,857)
Accumulated deficit		8,651,706
RestatementAdjustmentMember
Net loss		20,553
RestatementAdjustmentMember | Comprehensive Income [Member]
Net loss		8,651,706
RestatementAdjustmentMember | Discontinued Operations [Member]
Net loss		CAD 20,553

RESTATEMENT OF PRIOR FINANCIA43

RESTATEMENT OF PRIOR FINANCIALS - Restatement (Details 1)	3 Months Ended
	Mar. 31, 2015USD ($)	Mar. 31, 2015CAD	Mar. 31, 2014USD ($)	Mar. 31, 2014CAD
Statement of Operations
Loss from discontinued operations
Net loss | $	$ (1,000,304)		$ (1,972)
Balance Sheet
Goodwill
Additional paid in capital | $	362,311
Accumulated deficit		CAD (1,037,564)
Statement of Cash Flow
Net loss | $	(1,000,304)		$ (1,972)
Depreciation and amortization		3,179
(Increase) in prepaid expenses and deposits | $	(101,171)
(Decrease) in accounts payable and accrued expenses | $	(18,017)		$ 902
Repayments of notes payable		CAD (5,000)
Effect on foreign currency
CASH - BEGINNING OF PERIOD | $	$ 13,346		$ 670
Scenario, Previously Reported [Member]
Statement of Operations
Loss from discontinued operations		CAD (20,553)
Net loss		(1,020,857)
Balance Sheet
Goodwill		9,050,606
Additional paid in capital		(17,166,547)
Accumulated deficit		8,651,706
Statement of Cash Flow
Net loss		(1,020,857)
Depreciation and amortization		3,254
(Increase) in prepaid expenses and deposits		(104,632)
(Decrease) in accounts payable and accrued expenses		(31,363)
Repayments of notes payable		(2,073)
Effect on foreign currency		(6,109)
CASH - BEGINNING OF PERIOD		53,813
RestatementAdjustmentMember
Statement of Operations
Loss from discontinued operations		(20,553)
Net loss		20,553
Balance Sheet
Goodwill		(9,050,606)
Additional paid in capital		16,804,236
Accumulated deficit		(7,753,630)
Statement of Cash Flow
Net loss		20,553
Depreciation and amortization		(75)
(Increase) in prepaid expenses and deposits		3,461
(Decrease) in accounts payable and accrued expenses		13,346
Repayments of notes payable		(2,927)
Effect on foreign currency		6,109
CASH - BEGINNING OF PERIOD		CAD (40,467)

RESTATEMENT OF PRIOR FINANCIA44

RESTATEMENT OF PRIOR FINANCIALS - Restatement (Details Narrative)	3 Months Ended
	Mar. 31, 2015USD ($)	Mar. 31, 2015CAD	Mar. 31, 2014USD ($)
Net loss | $	$ (1,000,304)		$ (1,972)
Total stockholders' deficit		CAD (398,900)
Goodwill
Scenario, Previously Reported [Member]
Net loss		CAD (1,020,857)
Total stockholders' deficit		8,651,706
Goodwill		9,050,606
RestatementAdjustmentMember
Net loss		20,553
Total stockholders' deficit		9,050,606
Goodwill		CAD (9,050,606)