Nouveau Ventures (SAAX) 10-Q 25 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 22, 2013
Document And Entity Information	'	'
Entity Registrant Name	'SaasMax, Inc.	'
Entity Central Index Key	'0001515353	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	4,901,524
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'

Balance_Sheets

Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current assets:	'	'
Cash	$966	$16,375
Accounts receivable, net	0	962
Other current assets	0	12,614
Total current assets	966	29,951
Distributor agreement, net	50,079	0
Other assets	1,500	0
Property & equipment, net of accumulated depreciation	0	34,122
Total assets	52,545	64,073
Current liabilities:	'	'
Accounts payable and accrued expenses	22,961	17,020
Accounts payable - related parties	0	0
Convertible debt, net of debt discount	0	34,727
Total current liabilities	22,961	51,747
Total liabilities	22,961	51,747
Stockholders equity	'	'
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $0.001 par value; 100,000,000 shares authorized; 4,901,574 and 4,429,704 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively	4,902	4,430
Additional paid-in capital	1,101,553	668,091
Deficit accumulated during development stage	-1,076,871	-660,195
Total stockholders equity (deficit)	29,584	12,326
Total liabilities and stockholders equity	$52,545	$64,073

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]	'	'
Preferred stock, par value	$0.00	$0.00
Preferred stock, authorized	20,000,000	20,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$0.00	$0.00
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	4,901,574	4,429,704
Common stock, outstanding	4,901,574	4,429,704

Statements_of_Operations

Statements of Operations (USD $)	3 Months Ended		9 Months Ended		32 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Income Statement [Abstract]	'	'	'	'	'
Revenues	$0	$0	$0	$0	$0
Operating expenses	'	'	'	'	'
Professional fees	102,972	0	102,972	0	102,972
Marketing	15,000	0	15,000	0	15,000
General and administrative	25,194	0	25,194	0	25,194
Total operating expenses	143,166	0	143,166	0	143,166
Net loss from continuing operations	-143,166	0	-143,166	0	-143,166
Discontinued operations	'	'	'	'	'
Loss from discontinued operations (including $0 from gain on disposal)	0	153,521	273,510	319,029	933,705
Net loss	($143,166)	($153,521)	($416,676)	($319,029)	($1,076,871)
Weighted average number of common shares outstanding - basic and fully diluted	4,448,886	4,429,703	4,436,168	4,338,276	4,240,391
Net loss per share - basic and fully diluted	($0.03)	($0.03)	($0.09)	($0.07)	($0.25)

Statements_of_Operations_Paren

Statements of Operations (Parenthetical) (USD $)	3 Months Ended		9 Months Ended		32 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Income Statement [Abstract]	'	'	'	'	'
Gain on disposal of discontinued operations	$0	$0	$0	$0	$0

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	9 Months Ended		32 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Cash flows from operating activities	'	'	'
Net loss	($416,676)	($319,029)	($1,076,871)
Loss from discontinued operations	273,510	319,029	933,705
Adjustments to reconcile net loss to net cash used in operating activities	'	'	'
Stock based compensation	18,750	0	18,750
Depreciation and amortization	2,421	'	2,421
Accounts payable and accrued expenses	22,961	0	22,961
Net cash used in operating activities - continuing operations	-99,034	'	-99,034
Net cash used in operating activities - discontinued operations	-99,090	-190,783	-494,781
Net cash used in operating activities	-198,124	-190,783	-593,815
Cash flows from investing activities	'	'	'
Purchase of distribution agreement	-50,000	'	-50,000
Payment for discontinued operations	-7,131	'	-7,131
Net cash used in investing activities - continuing operations	-57,131	'	-57,131
Net cash used in investing activities - discontinued operations	-35,154	-19,978	-88,188
Net cash used in investing activities	-92,285	-19,978	-145,319
Cash flows from financing activities	'	'	'
Proceeds from issuance of common stock	150,000	'	150,000
Net cash provided by financing activities - continuing operations	150,000	'	150,000
Net cash provided by financing activities - discontinued operations	125,000	215,000	590,100
Net cash provided by financing activities	275,000	215,000	740,100
Net increase (decrease) in cash	-15,409	4,239	966
Cash, beginning of period	16,375	33,158	0
Cash, end of period	966	37,397	966
Supplemental disclosure of cash flow information:	'	'	'
Income taxes paid	'	'	'
Interest paid	'	'	'
Supplementary disclosure of noncash financing activities	'	'	'
Distribution of assets to subsidiary, net	77,387	'	77,387
Issuance of common stock for Distribution Agreement	2,500	'	2,500
Issuance of Earn-Out Shares	1,500	'	1,500
Cancellation of shares of common stock	-2,157	0	-2,157
Issuance of common stock for conversion of debt	$127,740	$0	$127,740

NATURE_OF_BUSINESS_AND_SIGNIFI

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	'
	NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
	SaaSMAX, Inc. (“SaaSMAX” or the “Company”) was incorporated on January 19, 2011 under the laws of the State of Nevada. Through the end of June 2013, SaaSMAX developed and launched an online global business-to-business marketplace for software-as-a-service (“SAAS”) providers, resellers and users. On July 1, 2013, the Company transferred all of its assets and business operations to SaaSMAX Corp., the Company’s wholly-owned subsidiary (the “Subsidiary”), in exchange for the Subsidiary assuming all of the Company’s indebtedness at that date, other than Convertible Notes totaling $225,000. On July 10, 2013, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Dina Moskowitz, the Company’s sole Executive Officer and Director whereby Ms. Moskowitz cancelled 2,156,704 of her common shares of the Company in consideration of all of the issued and outstanding common shares of the Subsidiary. The sale of the Subsidiary to Ms. Moskowitz resulted in a net gain of $8,445 which is recorded as a capital contribution in the accompany Balance Sheet due to the related party nature of the disposal.
	Upon closing of the Share Exchange Agreement, Ms. Moskowitz resigned her position with the Company and Rob Rainer was appointed Director and Chief Financial Officer, Secretary and Treasurer and Harold Moll was appointed Director and Chief Executive Officer and President.
	We are now focusing our business operations on the marketing, selling and distribution of a propane diesel dual fuel retrofit system (“DFRS Products”) owned by California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”).
	Basis of presentation
	The accompanying unaudited financial statements of SaaSMAX have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and applicable regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position and results of operations have been included. Our operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The accompanying unaudited financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2012, which are included in our Annual Report on Form 10-K, and the risk factors contained therein.
	Going concern
	No assurance can be given that the Exclusive Distributor Agreement with CCAT will be successful and result in profits for the Company. Our business plan estimates that we will need to raise additional capital to fund our operations throughout 2013 and into 2014 and there can be no assurance that we will be able to raise any or all of the capital required. We have generated no revenue from our operations as a distributor of DRFS Products and have incurred a net loss from continuing operations of $143,166 and net cash used in operating activities of $99,034 during the nine months ended September 30, 2013. Accordingly, we will have to obtain additional funding from the sale of our securities, the sale of debt instruments or from strategic transactions in order to fund our current level of operations and there can be no assurance that we will be able to raise any or all of the capital required. If the Company is unable to generate sufficient cash flow from operations and/or continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability.
	Development Stage Company
	The Company complies with the Accounting Standards Codification No. 915 “Development Stage Entities” and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage.
	Recent Accounting Pronouncements
	In April 2013, the FASB ASU 2013-07, “Presentation of Financial Statements: Topic Liquidation Basis of Accounting”. ASU 2013-07 requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces. ASU 2013-07 will be effective for the Company beginning on January 1, 2014. The Company does not expect the adoption of ASU 2013-07 to have a material impact on its financial position, results of operations nor cash flows.
	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.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2013
Related Party Transactions [Abstract]	'
RELATED PARTY TRANSACTIONS	'
	NOTE 2 – RELATED PARTY TRANSACTIONS
	On July 22, 2013, the Company entered into consulting agreements with Mr. Rainer, to act as Director, Chief Financial Officer, Secretary and Treasurer of the Company and Mr. Moll, to act as Director, Chief Executive Officer and President of the Company (the “Consultant(s)”). The consulting agreements will continue until July 21, 2023, subject to earlier termination as provided in the consulting agreements. During the term of the consulting agreements, and subject to the Company completing equity financing totaling not less than $1,000,000 the Company shall pay each of the Consultant a base consulting fee of $5,000 per month in consideration of their services. In addition to the base consulting fee, the Board of Directors may grant to the Consultants annual bonuses based on performance. On August 20, 2013, the Board of Directors approved, and the Consultants were paid, partial annual bonuses of $5,000 each. See also Note 6 regarding Earn-Out Shares granted to the Consultants

EXCLUSIVE_DISTRIBUTOR_AGREEMEN

EXCLUSIVE DISTRIBUTOR AGREEMENT	9 Months Ended
	Sep. 30, 2013
Notes to Financial Statements	'
EXCLUSIVE DISTRIBUTOR AGREEMENT	'
	NOTE 3 – EXCLUSIVE DISTRIBUTOR AGREEMENT
	The Company entered into an agreement dated July 9, 2013 (the “Exclusive Distributor Agreement”) with California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”) whereby the Company obtained the exclusive distribution rights in Canada (non-exclusive for British Columbia, Alberta and Saskatchewan) to market, sell and distribute a propane diesel duel fuel retrofit system (“DFRS Products”) owned by CCAT.
	CCAT is a Southern California-based developer, marketer and distributor of diesel engine retrofit products, including a patent-pending Propane Diesel Dual-Fuel Retrofit SystemTM (“DFRS”). DFRS is a retrofit system that demonstrates high (approximately 50%) substitution rates of propane fuel for diesel fuel without loss of power or torque, while exhibiting very low emissions of pollutants, such as hydrocarbons (HC), nitrogen oxides (NOx), carbon monoxide (CO), and particulate matter (PM or soot).
	The Exclusive Distributor Agreement is for a term of five (5) years unless sooner terminated in accordance with the provisions of the Exclusive Distributor Agreement.  The Company has the right to extend the Agreement for an additional five (5) year term, if it is in compliance with the Minimum Royalty requirements described below.
	Under the terms of the Exclusive Distributor Agreement, as consideration for the exclusive distribution rights, the Company (i) issued 25,000 shares of its common stock to CCAT, and (ii) issued a promissory note in the principal amount of $50,000 payable without interest on July 30, 2013.  The promissory note has been paid in full as of September 30, 2013. As additional consideration for the Exclusive Distributor Agreement, the Company will pay to CCAT a royalty of $750 per sale of DFRS Products.  CCAT will have the exclusive rights to install the DFRS Products at a fixed price between $2,500 and $5,000, depending on the size of the engine.  CCAT may, on 30 days written notice, terminate the Exclusive Distributor Agreement if the Company fails to achieve sufficient sales to generate Minimum Royalties of $22,500 (Year 1), $37,500 (Year 2), $60,000 (Year 3), $82,500 (Year 4), and $105,000 (Year 5).
	The Exclusive Distributor Agreement was valued by the Company at $52,500 and is being amortized over the 5 year term. Amortization expense totaling $2,421 is included in the accompanying Statement of Operations.

CONVERTIBLE_PROMISSORY_NOTES

CONVERTIBLE PROMISSORY NOTES	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
CONVERTIBLE PROMISSORY NOTES	'
	NOTE 4 –CONVERTIBLE PROMISSORY NOTES
	As of July 9, 2013 the Company has entered into ten separate $25,000 Convertible Promissory notes totaling $250,000 (the “Convertible Note(s)”). The Convertible Notes bore interest at 8% per annum and were due and payable on the one year anniversary date of each Convertible Note, beginning July 1, 2013 and ending June 2, 2014. Convertible Notes totaling $150,000 were convertible into shares of common stock of the Company on the basis of one share of such stock for each $0.35 (the “Conversion Price”) in unpaid principal and accrued interest. Convertible Notes totaling $100,000 were convertible at a Conversion Price of $0.20 per share. In conjunction with the Share Exchange Agreement, one Convertible Note with a principal balance of $25,000 was transferred to the Subsidiary resulting in $225,000 of Convertible Notes owed by the Company on July 10, 2013.
	On July 18, 2013, we issued an aggregate of 828,574 shares of our common stock (the “Conversion Shares”) as payment for $225,000 of Convertible Notes as follows:
	We issued 250,000 and 214,287 Conversion Shares at a conversion price of $0.20 and $0.35, respectively, pursuant to the provisions of Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Each of the subscribers represented that they were not “US persons” as defined in Regulation S of the Securities Act and that they were not acquiring the shares for the account or benefit of a US person.
	We issued 125,000 and 214,287 Conversion Shares at a conversion price of $0.20 and $0.35, respectively, pursuant to the provisions of Rule 506 of Regulation D of the Securities Act. Each U.S. subscriber except one represented that they were an accredited investor as defined under Regulation D of the Securities Act.

STOCK_INCENTIVE_PLAN

STOCK INCENTIVE PLAN	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
STOCK INCENTIVE PLAN	'
	NOTE 5 –STOCK INCENTIVE PLAN
	In accordance with the Company’s 2011 Stock Incentive Plan, (the “Plan”), we are authorized to grant up to 1,000,000 shares of common stock, stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options and stock appreciation rights to our employees, officers, directors and consultants. On May 17, 2013 we notified all of our option holders, holding a total of 441,805 stock options, that their options were being cancelled.

STOCKHOLDERS_EQUITY

STOCKHOLDERS EQUITY	9 Months Ended
	Sep. 30, 2013
Equity [Abstract]	'
STOCKHOLDERS EQUITY	'
	NOTE 6 – STOCKHOLDERS’ EQUITY
	On July 9, 2013, we issued 25,000 shares of our common stock, valued at $2500, to CCAT as part consideration of the exclusive distribution rights granted by CCAT to the Company. The shares were issued pursuant to Rule 506 of Regulation D of the Securities Act and CCAT has represented that it is an “accredited investor” as defined in Regulation D of the Securities Act.
	On July 22, 2013, we issued a total of 1,500,000 shares of our common stock (the “Earn-Out Shares”) to both Mr. Moll and Mr. Rainer under the terms of their consulting agreements. The Earn-Out Shares are held in the custody of the Company and will be released on the basis of 10% of the original number of Earn-Out Shares on each anniversary of the consulting agreements. The Earn-Out Shares may not be sold, transferred or pledged, and are subject to forfeiture under the termination provisions of the management consulting agreements. The Earn-Out Shares are revalued each reporting period based on the average stock price during the respective period and the related stock based compensation expense is recognized. During the three months ended September 30, 2013, the Company recognized $18,750 of stock based compensation related to the Earn-Out Shares.
	During August 2013, the Company received proceeds totaling $150,000 from the sale of 300,000 shares of our common stock.

LEGAL_SETTLEMENT

LEGAL SETTLEMENT	9 Months Ended
	Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]	'
LEGAL SETTLEMENT	'
	NOTE 7 – LEGAL SETTLEMENT
	On June 3, 2013, the Company entered into a settlement agreement (the “Settlement Agreement”) with Tony Osibov (“Osibov”) settling all outstanding claims between the Company and Osibov. As consideration for the Settlement Agreement, the Company agreed to pay Mr. Osibov $24,000 of which $15,000 had been paid as of June 30, 2013 and the remaining $9,000 was transferred to the Subsidiary on July 1, 2013. Mr. Osibov relinquished the Company from any and all rights that he has alleged that he has to any intellectual property of the Company except for the relinquishment of the PHP object oriented application backup system for creating application programming interfaces, called PHPMC which both the Company and Osibov are free to use.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2013
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	NOTE 6 – SUBSEQUENT EVENTS
	The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no items to disclose.

NATURE_OF_BUSINESS_AND_SIGNIFI1

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Basis of presentation	'
	Basis of presentation
	The accompanying unaudited financial statements of SaaSMAX have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and applicable regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position and results of operations have been included. Our operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The accompanying unaudited financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2012, which are included in our Annual Report on Form 10-K, and the risk factors contained therein.
Going concern	'
	Going concern
	No assurance can be given that the Exclusive Distributor Agreement with CCAT will be successful and result in profits for the Company. Our business plan estimates that we will need to raise additional capital to fund our operations throughout 2013 and into 2014 and there can be no assurance that we will be able to raise any or all of the capital required. We have generated no revenue from our operations as a distributor of DRFS Products and have incurred a net loss from continuing operations of $143,166 and net cash used in operating activities from continuing operations of $99,034 during the nine months ended September 30, 2013. Accordingly, we will have to obtain additional funding from the sale of our securities, the sale of debt instruments or from strategic transactions in order to fund our current level of operations and there can be no assurance that we will be able to raise any or all of the capital required. If the Company is unable to generate sufficient cash flow from operations and/or continue to obtain financing to meet its working capital requirements, it may have to curtail its business sharply or cease business altogether.
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the ability of the Company to continue as a going concern on a longer-term basis will be dependent upon the ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, the ability to successfully raise additional financing, and the ability to ultimately attain profitability.
Development Stage Company	'
	Development Stage Company
	The Company complies with the Accounting Standards Codification No. 915 “Development Stage Entities” and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage.
Recent Accounting Pronouncements	'
	Recent Accounting Pronouncements
	In April 2013, the FASB ASU 2013-07, “Presentation of Financial Statements: Topic Liquidation Basis of Accounting”. ASU 2013-07 requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces. ASU 2013-07 will be effective for the Company beginning on January 1, 2014. The Company does not expect the adoption of ASU 2013-07 to have a material impact on its financial position, results of operations nor cash flows.
	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.

NATURE_OF_BUSINESS_AND_SIGNIFI2

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended		32 Months Ended
	Jul. 23, 2013	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Jul. 09, 2013	Jul. 02, 2013
Accounting Policies [Abstract]	'	'	'	'	'	'	'	'
Convertible notes	'	'	'	'	'	'	$250,000	$225,000
Retirement of shares	2,156,704	'	'	'	'	'	'	'
Gain on disposal of discontinued operations recorded as equity	'	8,445	'	8,445	'	8,445	'	'
Net loss from continuing operations	'	-143,166	0	-143,166	0	-143,166	'	'
Net cash used in operating activities - continuing operations	'	'	'	($99,034)	'	($99,034)	'	'

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	9 Months Ended	120 Months Ended
	Sep. 30, 2013	Jul. 21, 2023
Related Party Transactions [Abstract]	'	'
Minimum equity raise to receive monthly consulting fee	'	$1,000,000
Monthly base consulting fee	'	5,000
Partial bonus paid to each consultant	$5,000	'

EXCLUSIVE_DISTRIBUTOR_AGREEMEN1

EXCLUSIVE DISTRIBUTOR AGREEMENT (Details Narrative) (USD $)	9 Months Ended		32 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Jul. 09, 2013
Notes to Financial Statements	'	'	'	'
Term of agreement (years)	'	'	'	5
Available agreement extension (years)	'	'	'	5
Shares Issued For Exclusive Distributor Agreement	'	'	'	25,000
Promissory note	$0	'	$0	$50,000
Description of Exclusive Distributor Agreement	'	'	'	'
				As additional consideration for the Exclusive Distributor Agreement, the Company will pay to CCAT a royalty of $750 per sale of DFRS Products.  CCAT will have the exclusive rights to install the DFRS Products at a fixed price between $2,500 and $5,000, depending on the size of the engine.  CCAT may, on 30 days written notice, terminate the Exclusive Distributor Agreement if the Company fails to achieve sufficient sales to generate Minimum Royalties of $22,500 (Year 1), $37,500 (Year 2), $60,000 (Year 3), $82,500 (Year 4), and $105,000 (Year 5).
Original value of agreement	'	'	'	52,500
Amortization period of agreement	'5 years	'	'	'
Depreciation and amortization	$2,421	'	$2,421	'

CONVERTIBLE_PROMISSORY_NOTES_D

CONVERTIBLE PROMISSORY NOTES (Details Narrative) (USD $)	0 Months Ended	12 Months Ended
	Jul. 19, 2013	Jul. 09, 2013	Jul. 02, 2013
Debt Disclosure [Abstract]	'	'	'
Number of Convertible Promissory Notes	'	10	'
Face Amount of Individual Convertible Promissory Notes	'	$25,000	'
Convertible Promissory Notes	'	250,000	225,000
Convertible Debt Interest Rate	'	8.00%	'
Convertible Promissory Note Term	'	'	'
		due and payable on the one year anniversary date of each Convertible Note, beginning July 1, 2013 and ending June 2, 2014.
Conversion Price - $150,000	'	$0.35	'
Conversion Price - $100,000	'	$0.20	'
Convertible Promissory Note Transfered to Sub	'	'	25,000
Shares issued for conversion of Convertible Notes	828,574	'	'
Debt converted into shares	$225,000	'	'
Reg S Shares Issued At $0.20 Per Share	250,000	'	'
Reg S shares issued at $0.35 per share	214,287	'	'
Reg D shares issued at $0.20 per share	125,000	'	'
Reg D Shares Issued At $0.35 Per Share	214,287	'	'

STOCK_INCENTIVE_PLAN_Details_N

STOCK INCENTIVE PLAN (Details Narrative)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Authorized options	1,000,000
Stock options cancelled	441,805

STOCKHOLDERS_EQUITY_Details_Na

STOCKHOLDERS EQUITY (Details Narrative) (USD $)	9 Months Ended		32 Months Ended	120 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Jul. 21, 2023	Aug. 31, 2013	Jul. 23, 2013	Jul. 09, 2013	Dec. 31, 2012
Equity [Abstract]	'	'	'	'	'	'	'	'
Shares Issued For Exclusive Distributor Agreement	'	'	'	'	'	'	25,000	'
Value Of Shares Issued For Exclusive Distributor Agreement	'	'	'	'	'	'	$2,500	'
Earn-out shares issued	'	'	'	'	'	1,500,000	'	'
Percent of Earn-out Shares Released Each Year	'	'	'	10.00%	'	'	'	'
Stock based compensation	18,750	0	18,750	'	'	'	'	'
Proceeds from sale of stock	$150,000	'	'	'	'	'	'	'
Shares of stock sold	4,901,574	'	4,901,574	'	300,000	'	'	4,429,704

LEGAL_SETTLEMENT_Details_Narra

LEGAL SETTLEMENT (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2013	Jul. 02, 2013
Commitments and Contingencies Disclosure [Abstract]	'	'
Total legal settment amount	$24,000	'
Settlement paid	15,000	'
Settlement liability transferred to Sub	'	$9,000