Silo Pharma (SILO) 10-Q 14 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 14, 2013
Document and Entity Information [Abstract]	'	'
Entity Registrant Name	'Point Capital, Inc.	'
Entity Central Index Key	'0001514183	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Document Fiscal Year Focus	'2013	'
Document Fiscal Period Focus	'Q3	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	37,731,200

Balance_Sheets

Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current Assets	'	'
Cash	$1,259,100	$279
Total Current Assets	1,259,100	279
Total Assets	1,259,100	279
Current Liabilities	'	'
Accounts payable and accrued expenses	9,950	20,691
Accrued Offering Costs	10,000	'
Notes payable	20,000	5,000
Interest payable	1,642	'
Common stock payable	673,886	'
Total Current Liabilities	715,478	25,691
Long Term Liabilities	'	'
Notes payable	'	15,000
Interest payable	'	782
Total Long Term Liabilities	'	15,782
Total Liabilities	715,478	41,473
Stockholders' Equity (Deficit)	'	'
Series A, Convertible Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 4,000 and none issued and outstanding	'	'
Common stock, $0.0001 par value, 100,000,000 shares authorized; 36,231,200 and 30,631,200 shares issued and outstanding	3,623	3,063
Additional paid-in capital	1,858,856	1,123,497
Deficit accumulated during the development stage	-1,218,857	-1,167,754
Subscription receivable	-100,000	'
Total Stockholders' Equity (Deficit)	543,622	-41,194
Total Liabilities and Stockholders' Equity (Deficit)	$1,259,100	$279

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Balance Sheets [Abstract]	'	'
Preferred stock, par value (in dollars per share)	$0.00	$0.00
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	4,000	'
Preferred stock, shares outstanding	4,000	'
Common stock, par value (in dollars per share)	$0.00	$0.00
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	36,231,200	30,631,200
Common stock, shares outstanding	36,231,200	30,631,200

Statements_of_Operations_Unaud

Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended		39 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Statements of Operations [Abstract]	'	'	'	'	'
General and administrative expenses	$5,744	$8,550	$51,103	$27,257	$1,218,857
Net loss	($5,744)	($8,550)	($51,103)	($27,257)	($1,218,857)
Net loss per common share - basic and diluted	$0	$0	$0	$0	($0.04)
Weighted average number of common shares outstanding during the period - basic and diluted	30,731,200	30,631,200	30,699,332	30,631,200	30,505,209

Statement_of_Stockholders_Equi

Statement of Stockholders' Equity (Deficit) (USD $)	Total	Series A, Convertible Preferred Stock, $0.0001 Par Value	Common Stock, $0.0001 Par Value	Additional Paid In capital	Deficit Accumulated during Development Stage	Subscription Receivable
Beginning balance at Jul. 13, 2010	'	'	'	'	'	'
Stock issued for services - related parties ($0.05/share)	$1,075,000	'	$2,150	$1,072,850	'	'
Stock issued for services - related parties ($0.05/share), shares	'	'	21,500,000	'	'	'
Stock issued for cash	50,985	'	913	50,647	'	-575
Stock issued for cash, shares	'	'	9,131,200	'	'	'
Net loss	-1,078,505	'	'	'	-1,078,505	'
Balance at Dec. 31, 2010	47,480	'	3,063	1,123,497	-1,078,505	-575
Balance, shares at Dec. 31, 2010	'	'	30,631,200	'	'	'
Receipt of subscription receivable	575	'	'	'	'	575
Net loss	-49,803	'	'	'	-49,803	'
Balance at Dec. 31, 2011	-1,748	'	3,063	1,123,497	-1,128,308	'
Balance, shares at Dec. 31, 2011	'	'	30,631,200	'	'	'
Net loss	-39,446	'	'	'	-39,446	'
Balance at Dec. 31, 2012	-41,194	'	3,063	1,123,497	-1,167,754	'
Balance, shares at Dec. 31, 2012	'	'	30,631,200	'	'	'
Preferred stock issued for cash ($100/Share)	400,000	'	'	400,000	'	'
Preferred stock issued for cash ($100/Share), Shares	'	4,000	'	'	'	'
Stock issued for cash	1,020,000	'	560	1,119,440	'	-100,000
Stock issued for cash, shares	'	'	5,600,000	'	'	'
Adjustments To Additional Paid In Capital Direct Offering Costs In Cash	110,195	'	'	-110,195	'	'
Adjustments To Additional Paid In Capital Direct Offering Costs In Stock	-673,886	'	'	-673,886	'	'
Net loss	-51,103	'	'	'	-51,103	'
Balance at Sep. 30, 2013	$543,622	'	$3,623	$1,858,856	($1,218,857)	($100,000)
Balance, shares at Sep. 30, 2013	'	4,000	36,231,200	'	'	'

Statement_of_Stockholders_Equi1

Statement of Stockholders' Equity (Deficit) (Parenthetical) (USD $)	6 Months Ended	9 Months Ended
	Dec. 31, 2010	Sep. 30, 2013
Statement of Stockholders' Equity (Deficit) [Abstract]	'	'
Stock issued for services - related parties, Value per share	$0.05	'
Stock issued for cash, Value per share	'	$0.20
Stock issued for cash, Minimum fair market value	$0.01	'
Stock issued for cash, Maximum fair market value	$0.05	'
Preferred stock issued for cash, Value per share	'	$100

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	9 Months Ended		39 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:	'	'	'
Net loss	($51,103)	($27,257)	($1,218,857)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'	'
Stock issued for services - related parties	'	'	1,075,000
Increase (decrease) in accounts payable and accrued expenses	-9,881	10,784	11,592
Net Cash Used In Operating Activities	-60,984	-16,473	-132,265
CASH FLOWS FROM FINANCING ACTIVITIES:	'	'	'
Proceeds from notes payable	'	15,000	20,000
Proceeds from issuance of Series A, Convertible Preferred Stock	400,000	'	400,000
Proceeds from issuance of common stock	1,020,000	'	1,071,560
Payment For Direct Offering Costs	-100,195	'	-100,195
Net Cash Provided By Financing Activities	1,319,805	15,000	1,391,365
Net Increase (Decrease) in Cash	1,258,821	-1,473	1,259,100
Cash - Beginning of Period	279	1,752	'
Cash - End of Period	1,259,100	279	1,259,100
Cash Paid During the Period for:	'	'	'
Payment of taxes	'	'	'
Payment of interest	'	'	'
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:	'	'	'
Accrued direct offering costs	-10,000	'	-10,000
Subscriptions receivable	-100,000	'	-100,000
Common Stock [Member]	'	'	'
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:	'	'	'
Accrued direct offering costs	($673,886)	'	($673,886)

Nature_of_Operations

Nature of Operations	9 Months Ended
	Sep. 30, 2013
Nature of Operations And Basis of Presentation [Abstract]	'
Nature of Operations	'
	Note 1 Nature of Operations
	Nature of Operations
	Gold Swap Inc. (the “Company”), was incorporated in the State of New York on July 13, 2010.
	The Company intended to purchase precious metals and second-hand jewelry for refining and resale. The Company was unable to execute its intended business plan.
	On January 24, 2013, the merger of Point Capital, Inc., an inactive Delaware corporation, with Gold Swap, Inc., a New York corporation, became effective. As a result, (a) Gold Swap’s state of incorporation changed from New York to Delaware and (b) the name of the company changed from “Gold Swap Inc.” to “Point Capital, Inc.”
	Change in Business
	On October 4, 2013, the Company filed a Form N-54A and elected to become a Business Development Company (“BDC”) subject to the Investment Company Act of 1940.

Basis_of_Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2013
Nature of Operations And Basis of Presentation [Abstract]	'
Basis of Presentation	'
	Note 2 Basis of Presentation
	The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.
	The financial information as of December 31, 2012 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.  The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the period from July 13, 2010 (Inception) to December 31, 2012.
	Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the nine months ended September 30, 2013 are not necessarily indicative of results for the full fiscal year.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2013
Summary of Significant Accounting Policies [Abstract]	'
Summary of Significant Accounting Policies	'
	Note 3 Summary of Significant Accounting Policies
	Development Stage
	The Company's unaudited interim financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception. On October 4, 2013, in connection with becoming a BDC, the Company entered a new development stage.
	Risks and Uncertainties
	The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with a development stage company, including the potential risk of business failure. Also, see Note 4 regarding liquidity.
	Use of Estimates
	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
	The most significant estimates were as follows:
	●	estimated fair value of share based payments; and
	●	estimated 100% valuation allowance for deferred tax assets, due to continuing and expected future losses
	Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
	Cash
	The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2013 and December 31, 2012, respectively.
	On September 30, 2013, the cash balance exceeded the federally insured limit by $1,009,100.
	Derivative Liabilities and Beneficial Conversion Feature
	The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Paragraph 815-10-05-4 of the Codification and Paragraph 815-40-25 of the Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.
	In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
	The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
	Share Based Payments
	Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.
	Earnings per Share
	In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,”  basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
	The Company currently has 4,000 shares of Series A, convertible preferred stock issued and outstanding, which is convertible into 2,000,000 shares (computed by taking the stated value per share of $100 and dividing by $0.20/share, then multiplying by the number of Series A, convertible preferred shares issued) of common stock. See Note 7 for Conversion Terms.
	Since the Company reflected a net loss, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.
	Recent Accounting Pronouncements
	There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements.

Liquidity

Liquidity	9 Months Ended
	Sep. 30, 2013
Liquidity [Abstract]	'
Liquidity	'
	Note 4 Liquidity
	As reflected in the accompanying unaudited interim financial statements, the Company has a net loss of $51,103 and net cash used in operations of $60,984 for the nine months ended September 30, 2013. The Company had working capital of $543,622 and stockholders’ equity of $543,622 at September 30, 2013. The Company is in the development stage and has not generated any revenues since inception.
	Cash obtained through all financing activities for the nine months ended September 30, 2013 was $1,319,805, net of direct offering costs. See Note 7.
	The Company believes its existing available cash will enable the Company to meet the working capital requirements for at least 12 months. The estimated working capital requirement for the next 12 months is $95,000. The Company intends to commence operations as a BDC while trying to lower costs.

Fair_Value

Fair Value	9 Months Ended
	Sep. 30, 2013
Fair Value Disclosures [Abstract]	'
Fair Value	'
	Note 5 Fair Value
	Fair value is the price that would be received from m selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
	The guidance also establishes a fair value hierarchy for measurements of fair value as follows:
	●	Level 1 – quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
	The Company's financial instruments consisted primarily of accounts payable, accrued expenses and notes payable. The carrying amounts of the Company’s financial instruments generally approximate their fair value due to the relatively short period to maturity for these instruments.

Notes_Payable

Notes Payable	9 Months Ended
	Sep. 30, 2013
Notes Payable [Abstract]	'
Notes Payable	'
	Note 6 Notes Payable
	During February 2012, the Company executed notes payable for $15,000. The notes bear interest at 6%, default interest at 12% and are unsecured. The notes were amended in April 2012 to provide that all the notes are due and payable February 2014. These notes are classified as current liabilities.
	During December 2012, the Company executed notes payable for $5,000. The notes bear interest at 5% and are unsecured. The notes are due and payable December 2013. These notes are classified as current liabilities.

Stockholders_Equity_Deficit_an

Stockholders' Equity (Deficit) and Common Stock Payable	9 Months Ended
	Sep. 30, 2013
Stockholders' Equity (Deficit) [Abstract]	'
Stockholders' Deficit	'
	Note 7 Stockholders’ Equity (Deficit) and Common Stock Payable
	From July 13, 2010 (Inception) to December 31, 2010, the Company issued the following shares:
	Type		Quantity		Valuation		Value per share
	Cash			9,131,200	$	51,560	$	0.005 - $0.05
	Services - related parties			21,500,000		1,075,000	$	0.05
	Total			30,631,200	$	1,126,560
	In connection with stock issued for services, the Company determined fair value based upon recent cash offerings with third parties at that time, which was the most readily available evidence.
	From January 1, 2013 to September, 2013, the Company issued the following shares:
	Cash - Series A, Convertible Preferred			4,000	$	400,000	$	100
	Cash - Common Stock			5,600,000	$	1,120,000	$	0.2
	Total			5,604,000		1,520,000
	The Company had paid direct offering costs to a third party placement agent associated with capital raising activities with gross proceeds of $1,100,000 for the nine months ended September 30, 2013 as follows:
	Direct Offering Costs		September 30,
			2013
	Amount paid in cash		$	100,195
	Accrued offering costs (1)			10,000
	Amounts paid in shares (1)			673,886
			$	784,081
	-1	The placement agent associated with capital raising activities of the $1,100,000 in gross proceeds is entitled to a maximum of 6,126,240 shares of the Company’s common stock. The placement agent was engaged to assist with a financing of up to $2,000,000.
		During the nine months ended September 30, 2013, the placement agent raised $1,100,000 (or 55% of the maximum offering), and therefore was entitled to receive 3,369,432 shares of the company’s common stock at September 30, 2013. These shares had a fair value of $673,886, based upon the recent third party cash offering price of $0.20/share, which represented the best evidence of fair value.
		These shares are included in common stock payable at September 30, 2013 since the shares while due, are not required to be issued until a final closing occurs. Of the 5,500,000 shares issued for $1,100,000, 500,000 shares having a fair value of $100,000 ($0.20/share) was a subscription receivable as of September 30, 2013. The subscription was collected in October 2013.
		In connection with the subscription receivable for $100,000, the Company accrued $10,000 in direct offering costs, which were paid in October 2013.
		Amounts paid in cash to the placement agent are based upon a 7% fixed amount related to gross proceeds raised. The placement agent is also entitled to receive an additional amount up to 3% in a non-accountable expense allowance.
		See Note 8.
	Series A, Convertible Preferred Stock
	The Company has determined that the embedded conversion option is clearly and closely related to the host instrument. Therefore, no derivative liability exists.
	Based on the previous sale price of the Series A, preferred stock to a third party, the fair value of the stock is $0.20/share, which represents the best evidence of fair value. The conversion price of the Series A, Convertible Preferred is $0.20/share. Since the market price and exercise price are equivalent, no additional accounting for a BCF is required.
	The Series A, Convertible Preferred Stock has the following provisions.
	·	No Voting Rights
	·	No Registration Rights
	·	Each share is convertible into 500 shares of common stock
	·	$100/share liquidation value
	·	No Dividend Rate
	·	Rights to dividends on as-converted basis if dividends are paid on Junior Securities stock or if Company is in default.
	·	Redeemable upon “triggering events.” In case of a triggering event, the holder has the right to impose of a dividend rate on all of the outstanding Preferred Stock at 6% per annum thereafter. A triggering event occurs if the Company
		i)	fails to deliver certificates representing conversion shares;
		ii)	fails to pay the amount due pursuant to a Buy-In;
		iii)	fails to have available a sufficient number of authorized shares;
		iv)	fails to observe any covenant in the Certificate of Designation unless cured within 30 calendar days;
		v)	shall be party to a Change in Control Transaction;
		vi)	sustains a bankruptcy event;
		vii)	fails to list or quote its common stock for more than 20 trading days in a twelve month period;
		viii)	sustains any monetary judgment, writ or similar final process filed against the Company for more than $100,000 and such judgment writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days;
		ix)	fails to comply with the Asset Coverage requirement.
	·	Forced Conversion Rights – The Company may force the conversion of the Preferred Stock if the following conditions have been met:
		(i)	there is an effective and current registration statement which includes for resale all of the Common Stock underlying the Preferred Stock or such Common Stock is freely resalable pursuant to Rule 144 without any volume or manner of sale restrictions,
		(ii)	the VWAP for each of any 20 trading days during any 30 consecutive Trading Day period, which 30 consecutive Trading Day period shall not include any days prior to the execution date of the Purchase Agreement (“Threshold Period”), exceeds 200% of the Conversion Price each day during the Threshold Period (subject to adjustment for reverse and forward stock splits and the like), and
		(iii)	the average daily dollar volume of the Corporation’s Common Stock during such 30 day period exceeds $25,000 per day.
	On October 31, 2013, the Company closed on a private placement and issued the following shares:
	Cash - Common Stock			1,500,000	$	300,000	$	0.2
	Total			1,500,000		300,000
	The Company had paid direct offering costs to a third party placement agent associated with this capital raising activity with gross proceeds of $300,000 as follows:
	Direct Offering Costs		October 31,
			2013
	Amount paid in cash		$	30,135
	Amounts paid in shares (1)			183,787
			$	213,922
	-1	The placement agent associated with the capital raising activity is entitled to a maximum of 6,126,240 shares of the Company’s common stock based on total equity raised. The placement agent was engaged to assist with a financing of up to $2,000,000.
		During October 2013, the placement agent raised $300,000 (or 15% of the maximum offering), and therefore was entitled to receive 918,936 shares of the company’s common stock. These shares had a fair value of $183,787, based upon the recent cash offering price of $0.20/share, which represented the best evidence of fair value.
	During 2013, the agent raised an aggregate $1,400,000 (or 70% of the maximum offering), and therefore was entitled to receive 4,288,368 shares of the company’s common stock at October 31, 2013. These shares had a fair value of $857,673, based upon the recent cash offering price of $0.20/share, which represented the best evidence of fair value. These shares while due, are not required to be issued until a final closing occurs.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2013
Summary of Significant Accounting Policies [Abstract]	'
Development Stage	'
	Development Stage
	The Company's unaudited interim financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan. The Company has not generated any revenues since inception. On October 4, 2013, in connection with becoming a BDC, the Company entered a new development stage.
Risks and Uncertainties	'
	Risks and Uncertainties
	The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with a development stage company, including the potential risk of business failure. Also, see Note 4 regarding liquidity.
Use of Estimates	'
	Use of Estimates
	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
	The most significant estimates were as follows:
	●	estimated fair value of share based payments; and
	●	estimated 100% valuation allowance for deferred tax assets, due to continuing and expected future losses
	Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
Cash	'
	Cash
	The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2013 and December 31, 2012, respectively.
	On September 30, 2013, the cash balance exceeded the federally insured limit by $1,009,100.
Derivative Liabilities and Beneficial Conversion Feature	'
	Derivative Liabilities and Beneficial Conversion Feature
	The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Paragraph 815-10-05-4 of the Codification and Paragraph 815-40-25 of the Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.
	In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.
	The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
Share Based Payments	'
	Share Based Payments
	Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants are measured at their fair value on the awards’ grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.
Earnings per Share	'
	Earnings per Share
	In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,”  basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
	The Company currently has 4,000 shares of Series A, convertible preferred stock issued and outstanding, which is convertible into 2,000,000 shares (computed by taking the stated value per share of $100 and dividing by $0.20/share, then multiplying by the number of Series A, convertible preferred shares issued) of common stock. See Note 7 for Conversion Terms.
	Since the Company reflected a net loss, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.
Recent Accounting Pronouncements	'
	Recent Accounting Pronouncements
	There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements.

Stockholders_Equity_Deficit_an1

Stockholders' Equity (Deficit) and Common Stock Payable (Tables)	9 Months Ended
	Sep. 30, 2013
Class of Stock [Line Items]	'
Summary of shares issued	'
	From July 13, 2010 (Inception) to December 31, 2010, the Company issued the following shares:
	Type		Quantity		Valuation		Value per share
	Cash			9,131,200	$	51,560	$	0.005 - $0.05
	Services - related parties			21,500,000		1,075,000	$	0.05
	Total			30,631,200	$	1,126,560
	From January 1, 2013 to September, 2013, the Company issued the following shares:
	Cash - Series A, Convertible Preferred			4,000	$	400,000	$	100
	Cash - Common Stock			5,600,000	$	1,120,000	$	0.2
	Total			5,604,000		1,520,000
Summary of third party placement with capital activity	'
	The Company had paid direct offering costs to a third party placement agent associated with capital raising activities with gross proceeds of $1,100,000 for the nine months ended September 30, 2013 as follows:
	Direct Offering Costs		September 30,
			2013
	Amount paid in cash		$	100,195
	Accrued offering costs (1)			10,000
	Amounts paid in shares (1)			673,886
			$	784,081
	The Company had paid direct offering costs to a third party placement agent associated with this capital raising activity with gross proceeds of $300,000 as follows:
			October 31,
			2013
	Direct Offering Costs
	Amount paid in cash		$	30,135
	Amounts paid in shares (1)			183,787
			$	213,922
	-1	The placement agent associated with the capital raising activity is entitled to a maximum of 6,126,240 shares of the Company’s common stock based on total equity raised. The placement agent was engaged to assist with a financing of up to $2,000,000.
Private Placement [Member]	'
Class of Stock [Line Items]	'
Summary of shares issued	'
	On October 31, 2013, the Company closed on a private placement and issued the following shares:
	Cash - Common Stock			1,500,000	$	300,000	$	0.2
	Total			1,500,000		300,000

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Summary of Significant Accounting Policies (Textual)	'
Estimated deferred tax assets, valuation allowance (in percentage)	100.00%
Number of future confirming events	'One or more
Number of convertible preferred stock issued and outstanding	4,000
Convertible preferred stock share issued upon conversion	2,000,000
Preferred stock issued for cash, Value per share	$100
Conversion price of convertible preferred stock	$0.20
Federally insured amount	$1,009,100

Liquidity_Details

Liquidity (Details) (USD $)	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended		39 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2010	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2013
Liquidity [Line Items]	'	'	'	'	'	'	'	'
Net cash used in Operations	'	'	'	($60,984)	($16,473)	'	'	($132,265)
Working capital surplus	543,622	'	'	543,622	'	'	'	543,622
Stockholders' Equity	543,622	'	47,480	543,622	'	-41,194	-1,748	543,622
Net cash provided by financing activities	'	'	'	1,319,805	15,000	'	'	1,391,365
Estimated working capital requirement	95,000	'	'	95,000	'	'	'	95,000
Net loss	($5,744)	($8,550)	($1,078,505)	($51,103)	($27,257)	($39,446)	($49,803)	($1,218,857)

Notes_Payable_Details

Notes Payable (Details) (USD $)	9 Months Ended		39 Months Ended	1 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Feb. 29, 2012	Dec. 31, 2012
				Notes Payable One [Member]	Notes Payable Two [Member]
Notes Payable [Line Items]	'	'	'	'	'
Notes payable	'	$15,000	$20,000	$15,000	$5,000
Interest rate on notes	'	'	'	6.00%	5.00%
Maturity date of notes payable	'	'	'	'February 2014	'December 2013
Default interest rate on notes	'	'	'	12.00%	'

Stockholders_Equity_Deficit_an2

Stockholders' Equity (Deficit) and Common Stock Payable (Details) (USD $)	6 Months Ended	9 Months Ended	1 Months Ended	6 Months Ended	9 Months Ended	1 Months Ended	6 Months Ended	9 Months Ended	1 Months Ended	6 Months Ended	9 Months Ended
	Dec. 31, 2010	Sep. 30, 2013	Oct. 31, 2013	Dec. 31, 2010	Sep. 30, 2013	Oct. 31, 2013	Dec. 31, 2010	Sep. 30, 2013	Oct. 31, 2013	Dec. 31, 2010	Sep. 30, 2013
			Private Placement [Member]	Quantity [Member]	Quantity [Member]	Quantity [Member]	Valuation [Member]	Valuation [Member]	Valuation [Member]	Value Per Share [Member]	Value Per Share [Member]
						Private Placement [Member]			Private Placement [Member]
Summary of shares issued	'	'	'	'	'	'	'	'	'	'	'
Stock issued for cash, Shares Quantity	'	'	'	9,131,200	5,600,000	1,500,000	'	'	'	'	'
Stock issued for services - related parties, Shares Quantity	'	'	'	21,500,000	'	'	'	'	'	'	'
Preferred stock issued for cash, Shares Quantity	'	'	'	'	4,000	'	'	'	'	'	'
Total Quantity	'	'	'	30,631,200	5,604,000	1,500,000	'	'	'	'	'
Stock issued for cash, Valuation	$50,985	$1,020,000	'	'	'	'	$51,560	$1,120,000	$300,000	'	'
Stock issued for services - related parties, Valuation	1,075,000	'	'	'	'	'	1,075,000	'	'	'	'
Preferred stock issued for cash, Valuation	'	400,000	'	'	'	'	'	400,000	'	'	'
Cash Value per share, Minimum	$0.01	'	'	'	'	'	'	'	'	$0.01	'
Cash Value per share, Maximum	$0.05	'	'	'	'	'	'	'	'	$0.05	'
Stock issued for cash, Value per share	'	$0.20	$0.20	'	'	'	'	'	'	'	$0.20
Preferred stock issued for cash, Value per share	'	$100	'	'	'	'	'	'	'	'	$100
Total Valuation	'	'	'	'	'	'	$1,126,560	$1,520,000	$300,000	'	'
Stock issued for services - related parties, Value per share	$0.05	'	'	'	'	'	'	'	'	$0.05	'

Stockholders_Equity_Deficit_an3

Stockholders' Equity (Deficit) and Common Stock Payable (Details Textual) (USD $)	1 Months Ended	6 Months Ended	9 Months Ended		39 Months Ended
	Oct. 31, 2013	Dec. 31, 2010	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Dec. 31, 2012
Stockholders' Equity (Deficit) (Textual)	'	'	'	'	'	'
Stock issued for cash, Value per share	'	'	$0.20	'	'	'
Convertible preferred stock share issued upon conversion	'	'	2,000,000	'	2,000,000	'
Payment For Thrid Party Placement Agent In Gross	'	'	$1,100,000	'	'	'
Proceeds from Issuance of Private Placement	300,000	'	1,100,000	'	'	'
Proceeds from Issuance of private Placement in shares	6,126,240	'	6,126,240	'	'	'
Payments for Repurchase of Private Placement	2,000,000	'	2,000,000	'	'	'
Pecentage Of Maximum Offering For Private Placement	15.00%	'	55.00%	'	'	'
Fair Value Of Common Stock	183,787	'	673,886	'	'	'
Fair Value For Third Party Offering For Shares	$0.20	'	$0.20	'	'	'
Development Stage Entities, Stock Issued, Value, Issued for Cash	'	50,985	1,020,000	'	'	'
Shares, Issued	'	'	5,500,000	'	5,500,000	'
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	100,000	'	100,000	'	100,000	'
Common Stock In Share Subscriptions Receivable	'	'	500,000	'	500,000	'
Common Stock Subscriptions Receivable For Per Shares	'	'	$0.20	'	$0.20	'
Payment For Direct Offering Costs	10,000	'	-10,000	'	-10,000	'
Percentage Of Non Accountable Expenses	'	'	3,000	'	'	'
Percentage Of Gross Amount Placement	'	'	7,000	'	'	'
Agent [Member]	'	'	'	'	'	'
Stockholders' Equity (Deficit) (Textual)	'	'	'	'	'	'
Proceeds from Issuance of Private Placement	1,400,000	'	'	'	'	'
Proceeds from Issuance of private Placement in shares	4,288,368	'	'	'	'	'
Pecentage Of Maximum Offering For Private Placement	70.00%	'	'	'	'	'
Fair Value Of Common Stock	857,673	'	'	'	'	'
Fair Value For Third Party Offering For Shares	$0.20	'	'	'	'	'
Private Placement [Member]	'	'	'	'	'	'
Stockholders' Equity (Deficit) (Textual)	'	'	'	'	'	'
Proceeds from Issuance of Private Placement	'	'	$1,100,000	'	'	'
Proceeds from Issuance of private Placement in shares	'	'	3,369,432	'	'	'
Series A Preferred Stock [Member]	'	'	'	'	'	'
Stockholders' Equity (Deficit) (Textual)	'	'	'	'	'	'
Stock issued for cash, Value per share	'	'	$0.20	'	'	'
Conversion price of series A Convertible Preferred Stock	'	'	$0.20	'	$0.20	'
Convertible preferred stock share issued upon conversion	'	'	500	'	500	'
Preferred Stock, liquidation value	'	'	$100	'	$100	'
Preferred stock, dividend rate	'	'	6.00%	'	'	'
Description of monetary judgment	'	'	'Sustains any monetary judgment, writ or similar final process filed against the Company for more than $100,000 and such judgment writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days.	'	'	'
Description of conversion rights conditions	'	'	'The Company may force the conversion of the Preferred Stock if the following conditions have been met: (i) there is an effective and current registration statement which includes for resale all of the Common Stock underlying the Preferred Stock or such Common Stock is freely resalable pursuant to Rule 144 without any volume or manner of sale restrictions, (ii) the VWAP for each of any 20 trading days during any 30 consecutive Trading Day period, which 30 consecutive Trading Day period shall not include any days prior to the execution date of the Purchase Agreement ("Threshold Period"), exceeds 200% of the Conversion Price each day during the Threshold Period (subject to adjustment for reverse and forward stock splits and the like), and (iii) the average daily dollar volume of the Corporation's Common Stock during such 30 day period exceeds $25,000 per day.	'	'	'

Stockholders_Equity_Deficit_an4

Stockholders' Equity (Deficit) and Common Stock Payable (Details 1) (USD $)	1 Months Ended		9 Months Ended
	Oct. 31, 2013		Sep. 30, 2013
Direct Offering Costs	'		'
Amount paid in cash	$30,135,000		$100,195
Accrued offering costs (1)	'		10,000	[1]
Amounts paid in shares (1)	183,787,000	[2]	673,886	[1]
Related Party Transaction Due	$213,922,000		$784,081
[1]	The placement agent associated with capital raising activities of the $1,100,000 in gross proceeds is entitled to a maximum of 6,126,240 shares of the Company's common stock. The placement agent was engaged to assist with a financing of up to $2,000,000.
[2]	The placement agent associated with the capital raising activity is entitled to a maximum of 6,126,240 shares of the Company's common stock based on total equity raised. The placement agent was engaged to assist with a financing of up to $2,000,000.