Nouveau Ventures (SAAX) 10-K 14 Apr 14 2013 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Apr. 14, 2014	Jun. 28, 2013
Document And Entity Information	'	'	'
Entity Registrant Name	'SaaSMAX, Inc.	'	'
Entity Central Index Key	'0001515353	'	'
Document Type	'10-K	'	'
Document Period End Date	31-Dec-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 Public Float	'	'	$2,009,574
Entity Common Stock, Shares Outstanding	'	4,151,574	'
Document Fiscal Period Focus	'FY	'	'
Document Fiscal Year Focus	'2013	'	'

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current assets:	'	'
Cash	$4,670	$16,375
Accounts receivable, net	0	962
Other current assets	0	1,123
Total current assets	4,670	18,460
Distributor agreement, net	56,250	0
Property & equipment, net of accumulated depreciation	0	34,122
Total assets	60,920	52,582
Current liabilities:	'	'
Accounts payable and accrued expenses	37,631	17,020
Loan payable - related party	10,000	0
Convertible debt, net of debt discount	0	34,727
Total current liabilities	47,631	51,747
Total liabilities	47,631	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 December 31, 2013 and 2012, respectively	4,902	4,430
Additional paid-in capital	1,128,803	668,091
Deferred option compensation expense	0	-8,491
Founders' receivable	0	-3,000
Deficit accumulated during development stage	-1,120,416	-660,195
Total stockholders equity	13,289	835
Total liabilities and stockholders equity	$60,920	$52,582

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 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	'	'
Preferred stock, outstanding	'	'
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

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (USD $)	12 Months Ended		35 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Income Statement [Abstract]	'	'	'
Revenues	$0	$0	$0
Operating expenses	'	'	'
Professional fees	141,271	0	141,271
Marketing	15,013	0	15,013
General and administrative	30,427	0	30,427
Total operating expenses	186,711	'	186,711
Net loss from continuing operations	-186,711	'	-186,711
Discontinued operations	'	'	'
Loss from discontinued operations (including $0 from gain on disposal)	-273,510	-478,174	-933,705
Net loss	($460,221)	($478,174)	($1,120,416)
Weighted average number of common shares outstanding - basic and fully diluted	4,553,475	4,361,258	'
Net loss per share - basic and fully diluted	'	'	'
From continuing opeations	($0.04)	$0	'
From discontinued operations	($0.06)	($0.11)	'
Net loss per share - basic and fully diluted	($0.10)	($0.11)	'

Consolidated_Statements_of_Ope1

Consolidated Statements of Operations (Parenthetical) (USD $)	12 Months Ended		35 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Income Statement [Abstract]	'	'	'
Gain on disposal of discontinued operations	$0	$0	$0

Consolidated_Shareholders_Equi

Consolidated Shareholders Equity (USD $)	Common Stock	Additional Paid-In Capital	Deferred Compensation	Founders Receiveable	Retained Earnings / Accumulated Deficit	Total
Beginning balance, amount at Jan. 18, 2011	'	'	'	'	'	'
Beginning balance, shares at Jan. 18, 2011	'	'	'	'	'	'
Issuance of founders' shares - January	3,000	'	'	-3,000	'	'
Issuance of founders' shares - January (in shares)	3,000,000	'	'	'	'	3,000,000
Issuance of common stock for cash - February	790	157,310	'	'	'	158,100
Issuance of common stock for cash - February (in shares)	790,500	'	'	'	'	790,500
Issuance of common stock for cash - March	210	41,790	'	'	'	42,000
Issuance of common stock for cash - March (in shares)	210,000	'	'	'	'	210,000
Issuance of common stock for services - October	100	19,902	'	'	'	20,002
Issuance of common stock for services - October (in shares)	100,012	'	'	'	'	100,012
Deferred compensation expense, options	'	3,122	-3,122	'	'	'
Earned compensation expense, vested options	'	5,523	'	'	'	5,523
Net loss	'	'	'	'	-182,021	-182,021
Ending balance, amount at Dec. 31, 2011	4,100	227,647	-3,122	-3,000	-182,021	43,604
Ending balance, shares at Dec. 31, 2011	4,100,512	'	'	'	'	4,100,512
Issuance of common stock for cash - February	215	74,785	'	'	'	75,000
Issuance of common stock for cash - February (in shares)	214,286	'	'	'	'	214,286
Issuance of common stock for cash - April	115	64,885	'	'	'	65,000
Issuance of common stock for cash - April (in shares)	114,906	'	'	'	'	114,906
Debt discount related to beneficial conversion feature	'	125,000	'	'	'	125,000
Deferred compensation expense, options	'	'	3,122	'	'	3,122
Earned compensation expense, vested options	'	175,774	-8,491	'	'	167,283
Net loss	'	'	'	'	-478,174	-478,174
Ending balance, amount at Dec. 31, 2012	4,430	668,091	-8,491	-3,000	-660,195	835
Ending balance, shares at Dec. 31, 2012	4,429,704	'	'	'	'	'
Debt discount related to beneficial conversion feature	'	27,739	'	'	'	27,739
Earned compensation expense, vested options	'	'	5,660	'	'	5,660
Cancellation of common stock for sale of subsidary	-2,157	-1,076,195	'	'	'	-1,078,352
Cancellation of common stock for sale of subsidary (in shares)	-2,156,704	'	'	'	'	'
Capital contribution related to sale of Subsidiary to related party	'	1,086,797	'	'	'	1,086,797
Sale of Subsidiary equity accounts to related party	'	'	2,831	3,000	'	'
Issuance of common stock for Distributor Agreement	25	12,475	'	'	'	12,500
Issuance of common stock for Distributor Agreement (in shares)	25,000	'	'	'	'	'
Issuance of common stock for conversion of debt	804	224,196	'	'	'	225,000
Issuance of common stock for conversion of debt (in shares)	803,574	'	'	'	'	'
Issuance of common stock for management agreement	1,500	748,500	'	'	'	750,000
Issuance of common stock for management agreement (in shares)	1,500,000	'	'	'	'	'
Deferred compensation	'	-712,500	'	'	'	-712,500
Proceeds from issuance of common stock for cash	200	99,800	'	'	'	100,000
Proceeds from issuance of common stock for cash (in shares)	200,000	'	'	'	'	'
Issuance of common stock for Payment of Promissory Note	100	49,900	'	'	'	50,000
Issuance of common stock for Payment of Promissory Note (in shares)	100,000	'	'	'	'	'
Net loss	'	'	'	'	-460,221	-460,221
Ending balance, amount at Dec. 31, 2013	$4,902	$1,128,803	$0	$0	($1,120,416)	$13,289
Ending balance, shares at Dec. 31, 2013	4,901,574	'	'	'	'	'

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (USD $)	12 Months Ended		35 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
Cash flows from operating activities	'	'	'
Net loss	($460,221)	($478,174)	($1,120,416)
Loss from discontinued operations	273,510	478,174	933,705
Adjustments to reconcile net loss to net cash used in operating activities	'	'	'
Stock based compensation	37,500	0	37,500
Depreciation and amortization	6,250	0	6,250
Accounts payable and accrued expenses	37,631	0	37,631
Net cash used in operating activities - continuing operations	-105,330	0	-105,330
Net cash used in operating activities - discontinued operations	-99,090	-249,347	-494,781
Net cash used in operating activities	-204,420	-249,347	-600,111
Cash flows from investing activities	'	'	'
Purchase of distribution agreement	-50,000	0	-50,000
Payment for discontinued operations	-7,131	0	-7,131
Net cash used in investing activities - continuing operations	-57,131	0	-57,131
Net cash used in investing activities - discontinued operations	-35,154	-32,436	-88,188
Net cash used in investing activities	-92,285	-32,436	-145,319
Cash flows from financing activities	'	'	'
Proceeds from loan payable - related party	10,000	0	10,000
Proceeds from issuance of common stock	150,000	0	150,000
Net cash provided by financing activities - continuing operations	160,000	0	160,000
Net cash provided by financing activities - discontinued operations	125,000	265,000	590,100
Net cash provided by financing activities	285,000	265,000	750,100
Net increase (decrease) in cash	-11,705	-16,783	4,670
Cash, beginning of period	16,375	33,158	0
Cash, end of period	4,670	16,375	4,670
Supplemental disclosure of cash flow information:	'	'	'
Income taxes paid	0	0	0
Interest paid	0	0	0
Supplementary disclosure of noncash financing activities	'	'	'
Net liabilites on transfer of Subsidiary	8,445	0	8,445
Issuance of common stock for Distribution Agreement	12,500	0	12,500
Cancellation of shares of common stock	1,078,352	0	1,078,352
Issuance of common stock for conversion of debt	$127,739	$0	$127,739

NATURE_OF_BUSINESS_AND_SIGNIFI

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2013
Accounting Policies [Abstract]	'
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	'
	NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
	SaaSMAX, Inc. (“SaaSMAX”, the “Company”, “we”, “us” or “our”) was incorporated on January 19, 2011 (“Inception”) under the laws of the State of Nevada. Upon incorporation, SaaSMAX authorized 100,000,000 shares of common stock with a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001. Through the end of June 2013, SaaSMAX developed and launched an online global business-to-business marketplace for software-as-a-service 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 for her acquisition of all of the issued and outstanding common shares of the Subsidiary. See further discussion in Note 2 – Discontinued Operations.
	Upon closing of the Share Exchange Agreement, Ms. Moskowitz resigned her position with the Company and Mr. Rob Rainer was appointed Director and Chief Financial Officer, Secretary and Treasurer and Mr. Harold Moll was appointed Director and Chief Executive Officer and President.
	Effective July 9, 2013 the Company entered into a distribution agreement with California Clean Air Technologies, LLC, a Nevada limited liability company (“CCAT”), and 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 CCAT (“continuing operations”).
	Going concern
	As at December 31, 2013, we had current assets of $4,670, comprising of cash, and current liabilities of $47,631, resulting in a working capital deficit of $42,961. We had neither the funds nor an established profitable business to finance payment of our liabilities in the normal course of business or our ongoing business plan. 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 requires that we raise additional capital to fund our operations throughout 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 $186,711 and net cash used in operating activities from continuing operations of $105,330 during the year ended December 31, 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.
	Basis of presentation
	The accompanying financial statements have been prepared, under accounting principles generally accepted in the United States, 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.
	Reclassifications
	Certain prior year amounts have been reclassified to conform to the current year presentation.
	Revenue recognition
	Upon the generation of revenue, the Company shall follow the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin 104 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. Deferred revenues shall be recorded when cash has been collected, however the related service has not yet been provided.
	Use of estimates
	The preparation of financial statements in conformity with 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 period. Actual results could differ from those estimates.
	Cash
	For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
	Fair value estimates
	Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
	Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
	Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.
	Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
	The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. Cash, accounts receivable, other assets, and accounts payable approximate fair value because of the short maturity of these instruments. The Company currently has no other financial assets or liabilities that are measured at fair value.
	The Company’s non-financial assets, which consist of an Exclusive Distributor Agreement (see Note 4), are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the fair value.
	Depreciation
	Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated two year useful lives of the assets. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are expensed as incurred.
	Stock-based compensation
	Stock based compensation expense is recorded for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.
	Income taxes
	The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
	Net loss per common share
	Net loss per common share is computed pursuant to ASC No. 260 “Earnings Per Share”. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Our Basic and Diluted Loss per share were identical in both the twelve months ended December 31, 2013 and 2012 as we incurred losses in both years and the inclusion of any potentially dilutive shares would have had an anti-dilutive effect on our loss per share calculation
	Recently issued accounting pronouncements
	We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations.

DISCONTINUED_OPERATIONS

DISCONTINUED OPERATIONS	12 Months Ended
	Dec. 31, 2013
Accounting Policies [Abstract]	'
DISCONTINUED OPERATIONS	'
	NOTE 2 – DISCONTINUED OPERATIONS
	As a result of the Share Exchange Agreement entered into on July 10, 2013, with Ms. Moskowitz, all assets and liabilities, other than Convertible Notes totaling $225,000, of the Subsidiary were sold to Ms. Moskowitz. The operations relating to that business prior to July 1, 2013 are reported as discontinued operations in the accompanying consolidated statements of operations.
	The components of the discontinued operations are as follows:
			Year ended December 31,				January 19, 2011 (inception) to December 31, 2013
			2013		2012
	Revenues		$	6,628	$	4,538	$	11,166
	Cost of services			4,825		1,790		6,615
	Gross profit			1,803		2,748		4,551
	Operating expenses
		Salaries and professional fees		84,409		300,880		472,036
		Technology and development		19,285		65,028		155,034
		General and administrative		44,983		77,477		147,013
	Total operating expenses			148,677		443,385		774,083
	Loss from operations			(146,874)		(440,637)		(769,532)
	Other expense
		Interest expense		102,636		37,537		140,173
		Legal settlement		24,000		-		24,000
	Total other expense			126,636		37,537		164,173
	Net loss		$	(273,510)	$	(478,174)	$	(933,705)
	As consideration for the acquisition of all of the issued and outstanding common shares of the Subsidiary, Ms. Moskowitz cancelled 2,156,704 of her common shares of the Company. The shares were valued at $0.50 per share or $1,078,352 based on the most recent sale of our common stock to accredited investors. The assets and liabilities of the Subsidiary disposed of were valued at book value on July 1, 2013 in accordance with the accounting policies described in Note 1. The sale of the Subsidiary to Ms. Moskowitz resulted in a net gain of $1,086,352 which is recorded as a capital contribution in the accompanying consolidated balance sheet due to the related party nature of the disposal, and was calculated as follows:
		1-Jul-13
	ASSETS OF SUBSIDIARY
	Cash	$	7,131
	Accounts receivable, net		3,807
	Other current assets		4,456
	Property & equipment, net of accumulated depreciation		56,162
	Total assets of subsidiary	$	71,556
	LIABILITIES & STOCKHOLDERS’ DEFICIT OF SUBSIDIARY
	Liabilities:
	Accounts payable and accrued expenses	$	76,414
	Accounts payable - related parties		7,500
	Convertible debt		25,000
	Debt discount		(23,082)
	Convertible debt, net		1,918
	Total liabilities of Subsidiary		85,832
	Stockholders’ deficit:
	Deferred option compensation expense		-2,831
	Founders' receivable		-3,000
	Total Stockholders’ deficit		-5,831
	Total liabilities and stockholders’ deficit of Subsidiary		80,001
	Net liabilities transferred to Subsidiary		8,445
	Value of common stock received for sale of Subsidiary to related party		1,078,352
	Total capital contribution related to sale of Subsidiary to related party	$	1,086,797

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2013
Related Party Transactions [Abstract]	'
RELATED PARTY TRANSACTIONS	'
	NOTE 3 – RELATED PARTY TRANSACTIONS
	On November 6, 2013, a shareholder of the Company loaned us $10,000 for working capital needs. The loan accrues interest at 10% per annum, compounded annually, and has no maturity date.
	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 were to 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 7 regarding Earn-Out Shares granted to the Consultants and Note 11 regarding Subsequent Events.

EXCLUSIVE_DISTRIBUTOR_AGREEMEN

EXCLUSIVE DISTRIBUTOR AGREEMENT	12 Months Ended
	Dec. 31, 2013
Notes to Financial Statements	'
EXCLUSIVE DISTRIBUTOR AGREEMENT	'
	NOTE 4 – 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 December 31, 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 $62,500 and is being amortized over the 5 year term. Amortization expense totaling $6,250 is included in the accompanying statements of operations for the year ended December 31, 2013.

PROPERTY_PLANT_AND_EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	12 Months Ended
	Dec. 31, 2013
Property, Plant and Equipment [Abstract]	'
PROPERTY, PLANT AND EQUIPMENT	'
	NOTE 5 – PROPERTY, PLANT AND EQUIPMENT
		December 31,
		2013		2012
	Purchased software	$	-	3,900
	SaaSMAX Marketplace		-	37,120
	Less: accumulated depreciation		(-)	-6,898
	Total capitalized software, net	$	-	34,122
	During the year ended December 31, 2013, fixed assets with a net book value of $56,162 were disposed of as part of our discontinued operations as described in Note 2 above.
	During the year ended December 31, 2012, management assessed the value of the costs capitalized for our SaaSMAX Marketplace and determined that as a result of additional improvements and technological updates deemed necessary to the SaaSMAX Marketplace that the asset had been impaired. Accordingly, we wrote-down the software development costs to the estimated net realizable fair value of $37,120 and recognized an impairment charge of $12,000, which is included in discontinued operations in the accompanying statement of operations.
	Depreciation expense for the years ended December 31, 2013 and 2012 was $13,114 and $6,495, respectively, and is included in discontinued operations in the accompanying statement of operations.

CONVERTIBLE_PROMISSORY_NOTES

CONVERTIBLE PROMISSORY NOTES	12 Months Ended
	Dec. 31, 2013
Debt Disclosure [Abstract]	'
CONVERTIBLE PROMISSORY NOTES	'
	NOTE 6 –CONVERTIBLE PROMISSORY NOTES
	As of July 9, 2013 the Company had 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 803,574 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.
	The table below summarizes out Convertible Notes activity during the year ended December 31, 2013:
			Convertible Debt		Debt Discount		Convertible Debt, Net
	Outstanding at December 31, 2012		$	125,000	$	(90,273)	$	34,727
	Proceeds from issuance of convertible debt			125,000		-		125,000
	Debt discount recognized on 2013 convertible debt			-		(125,000)		(125,000)
	Amortization of debt discount included in discontinued operations			-		94,930		94,930
	Convertible debt transferred to Subsidiary			(25,000)		23,082		(1,918)
	Convertible debt converted into common stock			(225,000)		97,261		(127,739)
	Outstanding  at December 31, 2013		$	-	$	-	$	-
	The intrinsic value of the embedded beneficial conversion feature of the Convertible Notes was charged to the note discount and credited to additional paid in capital. The note discount was amortized over the term of the Convertible Notes and charged to interest expense. Upon conversion, the remaining debt discount was eliminated through a charge to additional paid in capital.

STOCKHOLDERS_EQUITY

STOCKHOLDERS EQUITY	12 Months Ended
	Dec. 31, 2013
Equity [Abstract]	'
STOCKHOLDERS EQUITY	'
	NOTE 7 – STOCKHOLDERS’ EQUITY
	On July 8, 2013, as consideration for the acquisition of all of the issued and outstanding common shares of the Subsidiary, Ms. Moskowitz cancelled 2,156,704 of her common shares of the Company. The shares were valued at $0.50 per share or $1,078,352 based on the most recent sale of our common stock to accredited investors.
	On July 9, 2013, we issued 25,000 shares of our common stock, valued at $12,500, 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 18, 2013, we issued an aggregate of 803,574 shares of our common stock as payment for $225,000 of Convertible Notes.
	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 are not beneficially owned by Mr. Moll or Mr. Rainer until they are released to them on the respective anniversary dates. 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 were valued at $750,000 based on the grant date fair value and are included in additional paid in capital as deferred compensation.
	During August 2013, the Company received proceeds totaling $100,000 from the sale of 200,000 shares of our common stock and granted 100,000 shares of common stock, valued at $50,000, as payment in full of the of the $50,000 promissory note issued for the Exclusive Distributor Agreement.

STOCK_INCENTIVE_PLAN

STOCK INCENTIVE PLAN	12 Months Ended
	Dec. 31, 2013
Accounting Policies [Abstract]	'
STOCK INCENTIVE PLAN	'
	NOTE 8 –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. As a result of the Share Exchange Agreement, 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 as they relate to discontinued operations.

INCOME_TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2013
Income Tax Disclosure [Abstract]	'
INCOME TAXES	'
	NOTE 9 – INCOME TAXES
	The provision for refundable Federal income tax consists of the following as of December 31:
		2013		2012
	Refundable Federal income tax calculated at statutory rate of 35%	$	161,000		167,000
				$
	Less:  Stock based compensation expense		(15,000)		(60,000)
	Change in valuation allowance		-146,000		(107,000)
	Net refundable amount	$	-	$	-
	The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows at December 31:
		2013		2012
	Deferred tax asset attributable to:
	Net operating losses carried forward	$	315,900	$	169,900
	Less:  Valuation allowance		(315,900)		(169,900)
	Net deferred tax asset	$	-	$	-
	The Company established a full valuation allowance in accordance with the provision of ASC No. 740, Income Taxes. The Company continually reviews the adequacy of the valuation allowance and recognizes a benefit from income taxes only when reassessment indicates that it is more likely than not that the benefits will be realized.
	At December 31, 2013, the Company had an unused net operating loss carryover approximating $900,000 that is available to offset future taxable income, which expires beginning in 2031. The potential benefit arising from our tax loss carry forward may be substantially limited upon any change of control in the Company under IRC Section 382.
	No provision was made for federal income tax since the Company has net operating losses.

LEGAL_SETTLEMENT

LEGAL SETTLEMENT	12 Months Ended
	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]	'
LEGAL SETTLEMENT	'
	NOTE 10 – 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 Subsidiary and Osibov are free to use. The foregoing settlement relates to discontinued operations of the Company.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2013
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	NOTE 11 – 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 other than as follows:
	Change in Executive Officers
	Effective February 4, 2014, Harold C. Moll resigned as our Chief Executive Officer, President and as a Director. The resignations of Mr. Moll were not due to or caused by any disagreement with us, related to our operations, policies, practices or otherwise. Rob Rainer, our Chief Financial Officer, Secretary and Treasurer and a Director, was appointed our Chief Executive Officer and President to fill the vacancies resulting from Mr. Moll’s resignations.
	In connection with Mr. Moll’s resignation, Mr. Moll agreed to terminate his Management Consulting Agreement dated July 22, 2013 and surrender for cancellation to us the 750,000 Earn-Out Shares issued to him under his management consulting agreement (the “Share Cancellation”). In addition, Mr. Moll agreed to transfer 605,192 shares of our common stock held by him to Rob Rainer (the “Transfer”).
	After giving effect to the Share Cancellation and the Transfer, there is a change in control as Mr. Rainer’s direct beneficial holdings increased from 32% to 51.1%. No consideration was paid to the Company or Mr. Rainer in connection with the Share Cancellation and the Transfer.
	Stock Split
	On March 13, 2014, our board of directors approved an increase to the number of authorized shares of the Corporation’s common stock from 100,000,000 shares to 1,200,000,000 and to correspondingly increase the number of the Corporation’s issued and outstanding shares on a 12 for 1 basis such that each shareholder will hold 12 shares for each 1 share held, to be effective on or about April 16, 2014, or such other date that is acceptable to NASD, each in accordance with Article 78.207 of Chapter 78 of the Nevada Revised Statutes.
	Related Party Loan
	On February 20, 2104, a shareholder of the Company loaned us $7,500 for working capital needs. The loan accrues interest at 10% per annum, compounded annually, and has no maturity date.

NATURE_OF_BUSINESS_AND_SIGNIFI1

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2013
Accounting Policies [Abstract]	'
Going concern	'
	Going concern
	As at December 31, 2013, we had current assets of $4,670, comprising of cash, and current liabilities of $47,631, resulting in a working capital deficit of $42,961. We had neither the funds nor an established profitable business to finance payment of our liabilities in the normal course of business or our ongoing business plan. 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 requires that we raise additional capital to fund our operations throughout 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 $186,711 and net cash used in operating activities from continuing operations of $105,330 during the year ended December 31, 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.
Basis of presentation	'
	Basis of presentation
	The accompanying financial statements have been prepared, under accounting principles generally accepted in the United States, 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.
Reclassifications	'
	Reclassifications
	Certain prior year amounts have been reclassified to conform to the current year presentation.
Revenue recognition	'
	Revenue recognition
	Upon the generation of revenue, the Company shall follow the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin 104 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. Deferred revenues shall be recorded when cash has been collected, however the related service has not yet been provided.
Use of estimates	'
	Use of estimates
	The preparation of financial statements in conformity with 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 period. Actual results could differ from those estimates.
Cash	'
	Cash
	For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Fair value estimates	'
	Fair value estimates
	Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
	Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
	Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.
	Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
	The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. Cash, accounts receivable, other assets, and accounts payable approximate fair value because of the short maturity of these instruments. The Company currently has no other financial assets or liabilities that are measured at fair value.
	The Company’s non-financial assets, which consist of an Exclusive Distributor Agreement (see Note 4), are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the fair value.
Depreciation	'
	Depreciation
	Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated two year useful lives of the assets. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are expensed as incurred.
Stock-based compensation	'
	Stock-based compensation
	Stock based compensation expense is recorded for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.
Income taxes	'
	Income taxes
	The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax filing bases of existing assets and liabilities are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.
Net loss per common share	'
	Net loss per common share
	Net loss per common share is computed pursuant to ASC No. 260 “Earnings Per Share”. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Our Basic and Diluted Loss per share were identical in both the twelve months ended December 31, 2013 and 2012 as we incurred losses in both years and the inclusion of any potentially dilutive shares would have had an anti-dilutive effect on our loss per share calculation
Recently issued accounting pronouncements	'
	Recently issued accounting pronouncements
	We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of our operations.

DISCONTINUED_OPERATIONS_Tables

DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Dec. 31, 2013
Accounting Policies [Abstract]	'
Discontinued operations	'
			Year ended December 31,				January 19, 2011 (inception) to December 31, 2013
			2013		2012
	Revenues		$	6,628	$	4,538	$	11,166
	Cost of services			4,825		1,790		6,615
	Gross profit			1,803		2,748		4,551
	Operating expenses
		Salaries and professional fees		84,409		300,880		472,036
		Technology and development		19,285		65,028		155,034
		General and administrative		44,983		77,477		147,013
	Total operating expenses			148,677		443,385		774,083
	Loss from operations			(146,874)		(440,637)		(769,532)
	Other expense
		Interest expense		102,636		37,537		140,173
		Legal settlement		24,000		-		24,000
	Total other expense			126,636		37,537		164,173
	Net loss		$	(273,510)	$	(478,174)	$	(933,705)
	As consideration for the acquisition of all of the issued and outstanding common shares of the Subsidiary, Ms. Moskowitz cancelled 2,156,704 of her common shares of the Company. The shares were valued at $0.50 per share or $1,078,352 based on the most recent sale of our common stock to accredited investors. The assets and liabilities of the Subsidiary disposed of were valued at book value on July 1, 2013 in accordance with the accounting policies described in Note 1. The sale of the Subsidiary to Ms. Moskowitz resulted in a net gain of $1,086,352 which is recorded as a capital contribution in the accompanying consolidated balance sheet due to the related party nature of the disposal, and was calculated as follows:
		1-Jul-13
	ASSETS OF SUBSIDIARY
	Cash	$	7,131
	Accounts receivable, net		3,807
	Other current assets		4,456
	Property & equipment, net of accumulated depreciation		56,162
	Total assets of subsidiary	$	71,556
	LIABILITIES & STOCKHOLDERS’ DEFICIT OF SUBSIDIARY
	Liabilities:
	Accounts payable and accrued expenses	$	76,414
	Accounts payable - related parties		7,500
	Convertible debt		25,000
	Debt discount		(23,082)
	Convertible debt, net		1,918
	Total liabilities of Subsidiary		85,832
	Stockholders’ deficit:
	Deferred option compensation expense		-2,831
	Founders' receivable		-3,000
	Total Stockholders’ deficit		-5,831
	Total liabilities and stockholders’ deficit of Subsidiary		80,001
	Net liabilities transferred to Subsidiary		8,445
	Value of common stock received for sale of Subsidiary to related party		1,078,352
	Total capital contribution related to sale of Subsidiary to related party	$	1,086,797

PROPERTY_PLANT_AND_EQUIPMENT_T

PROPERTY, PLANT AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2013
Property, Plant and Equipment [Abstract]	'
Property, Plant and Equipment	'
	PROPERTY, PLANT AND EQUIPMENT
		December 31,
		2013		2012
	Purchased software	$	-	3,900
	SaaSMAX Marketplace		-	37,120
	Less: accumulated depreciation		(-)	-6,898
	Total capitalized software, net	$	-	34,122

CONVERTIBLE_PROMISSORY_NOTES_T

CONVERTIBLE PROMISSORY NOTES (Table)	12 Months Ended
	Dec. 31, 2013
Convertible Promissory Notes Table	'
Schedule of convertible notes activity	'
	The table below summarizes out Convertible Notes activity during the year ended December 31, 2013:
		Convertible Debt		Debt Discount		Convertible Debt, Net
	Outstanding at December 31, 2012	$	125,000	$	(90,273)	$	34,727
	Proceeds from issuance of convertible debt		125,000		-		125,000
	Debt discount recognized on 2013 convertible debt		-		(125,000)		(125,000)
	Amortization of debt discount included in discontinued operations		-		94,930		94,930
	Convertible debt transferred to Subsidiary		(25,000)		23,082		(1,918)
	Convertible debt converted into common stock		(225,000)		97,261		(127,739)
	Outstanding  at December 31, 2013	$	-	$	-	$	-

INCOME_TAXES_Tables

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2013					Dec. 31, 2012
Income Tax Disclosure [Abstract]	'					'
Schedule of Refundable Income Tax	'					'
	The provision for refundable Federal income tax consists of the following as of December 31:						2012		2011
		2013		2012		Refundable Federal income tax calculated at statutory rate of 35%	$	167,000		64,000
									$
	Refundable Federal income tax calculated at statutory rate of 35%	$	161,000		167,000	Less:  Stock based compensation expense		(60,000)		(2,100)
				$		Change in valuation allowance		-107,000		(61,900)
	Less:  Stock based compensation expense		(15,000)		(60,000)	Net refundable amount	$	-	$	-
	Change in valuation allowance		-146,000		(107,000)
	Net refundable amount	$	-	$	-
Schedule of Net Deferred Tax Asset	'					'
							2012		2011
		2013		2012		Deferred tax asset attributable to:
	Deferred tax asset attributable to:					Net operating losses carried forward	$	169,900	$	61,900
	Net operating losses carried forward	$	315,900	$	169,900	Less:  Valuation allowance		(169,900)		(61,900)
	Less:  Valuation allowance		(315,900)		(169,900)	Net deferred tax asset	$	-	$	-
	Net deferred tax asset	$	-	$	-

NATURE_OF_BUSINESS_AND_SIGNIFI2

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	3 Months Ended	12 Months Ended		35 Months Ended
	Apr. 14, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Jul. 10, 2013	Jul. 09, 2013	Jul. 02, 2013	Jan. 20, 2011
Accounting Policies [Abstract]	'	'	'	'	'	'	'	'
Convertible notes	'	'	'	'	$225,000	$250,000	$225,000	'
Retirement of shares	750,000	2,156,704	'	'	'	'	'	'
Net loss from continuing operations	'	-186,711	'	-186,711	'	'	'	'
Net cash used in operating activities - continuing operations	'	-105,330	0	-105,330	'	'	'	'
Current assets	'	4,670	18,460	4,670	'	'	'	'
Current liabilities	'	47,631	51,747	47,631	'	'	'	'
Working Capital deficit	'	($42,961)	'	($42,961)	'	'	'	'
Authorized Shares	'	100,000,000	100,000,000	100,000,000	'	'	'	100,000,000
Common Stock Par Value	'	$0.00	$0.00	$0.00	'	'	'	$0.00
Preferred Stock Authorized	'	20,000,000	20,000,000	20,000,000	'	'	'	20,000,000
Preferred Stock Par Value	'	$0.00	$0.00	$0.00	'	'	'	$0.00

DISCONTINUED_OPERATIONS_Detail

DISCONTINUED OPERATIONS (Details) (USD $)	12 Months Ended		35 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Jul. 10, 2013	Jul. 02, 2013
Accounting Policies [Abstract]	'	'	'	'	'
Revenues	$6,628	$4,538	$11,166	'	'
Cost of services	4,825	1,790	6,615	'	'
Gross profit	1,803	2,748	4,551	'	'
Salaries and professional fees	84,409	300,880	472,036	'	'
Technology and development	19,285	65,028	155,034	'	'
General and administrative	44,983	77,477	147,013	'	'
Total operating expenses	148,677	443,385	774,083	'	'
Loss from operations	-146,874	-440,637	-769,532	'	'
Interest expense	102,636	37,537	140,173	'	'
Legal settlement	24,000	'	24,000	'	'
Total other expense	126,636	37,537	164,173	'	'
Net loss	-273,510	-478,174	-933,705	'	'
Cash	'	'	'	'	7,131
Accounts receivable, net	'	'	'	'	3,807
Other current assets	'	'	'	'	4,456
Property & equipment, net of accumulated depreciation	56,162	'	56,162	'	56,162
Total assets of subsidiary	'	'	'	'	71,556
Accounts payable and accrued expenses	'	'	'	'	76,414
Accounts payable - related parties	'	'	'	'	7,500
Convertible debt	'	'	'	'	25,000
Debt discount	'	'	'	'	-23,082
Convertible debt, net	'	'	'	'	1,918
Total liabilities of Subsidiary	'	'	'	'	85,832
Stockholders deficit:	'	'	'	'	'
Deferred option compensation expense	'	'	'	'	-2,831
Founders' receivable	'	'	'	'	-3,000
Total Stockholders deficit	'	'	'	'	-5,831
Total liabilities and stockholders deficit of Subsidiary	'	'	'	'	80,001
Net liabilities transferred to Subsidiary	8,445	0	8,445	'	'
Value of common stock received for sale of Subsidiary to related party	1,078,352	'	'	'	'
Total capital contribution related to sale of Subsidiary to related party	'	'	'	$1,086,352	$1,086,797

DISCONTINUED_OPERATIONS_Detail1

DISCONTINUED OPERATIONS (Details Narrative) (USD $)	3 Months Ended	12 Months Ended
	Apr. 14, 2014	Dec. 31, 2013	Jul. 10, 2013	Jul. 09, 2013	Jul. 02, 2013
Accounting Policies [Abstract]	'	'	'	'	'
Convertible Notes	'	'	$225,000	$250,000	$225,000
Retirement of shares	750,000	2,156,704	'	'	'
Retired shares, price per share	'	$0.50	'	'	'
Retired shares, value	'	1,078,352	'	'	'
Gain on disposal of discontinued operations recorded as equity	'	'	$1,086,352	'	$1,086,797

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	12 Months Ended	120 Months Ended
	Dec. 31, 2013	Jul. 21, 2023	Feb. 20, 2014	Dec. 31, 2012
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	'	'	'
Loan payable - related party	$10,000	'	$7,500	$0
Interest rate on related party loat	10.00%	'	10.00%	'

EXCLUSIVE_DISTRIBUTOR_AGREEMEN1

EXCLUSIVE DISTRIBUTOR AGREEMENT (Details Narrative) (USD $)	12 Months Ended		35 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 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	'	'	'	62,500
Amortization period of agreement	'5 years	'	'	'
Depreciation and amortization	$6,250	$0	$6,250	'

PROPERTY_PLANT_AND_EQUIPMENT_D

PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Abstract]	'	'
Purchased software	$0	$3,900
Software Development	0	37,120
Accumulated depreciation	0	-6,898
Property and equipment	$0	$34,122

PROPERTY_PLANT_AND_EQUIPMENT_D1

PROPERTY, PLANT AND EQUIPMENT (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Jul. 02, 2013
Property, Plant and Equipment [Abstract]	'	'	'
Fair Value	$0	$37,120	'
Capitalized Software Impairment	'	12,000	'
Depreciation Expense	13,114	6,495	'
Property & equipment, net of accumulated depreciation	$56,162	'	$56,162

CONVERTIBLE_PROMISSORY_NOTES_D

CONVERTIBLE PROMISSORY NOTES (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Jul. 02, 2013	Dec. 31, 2012
Convertible Promissory Notes Details	'	'	'
Convertible debt, face amount	$0	'	$125,000
Proceeds from issuance of convertible debt	125,000	'	'
Convertible Promissory Note Transfered to Sub	'	-25,000	'
Debt converted into shares	-225,000	'	'
Debt discount	0	'	-90,274
Debt disount recognized 2013 convertble debt	-125,000	'	'
Amortization of debt discount	94,931	'	'
Debt discount transferred to Subsidiary	23,082	'	'
Discount converted into common stock	97,261	'	'
Convertible debt, net of debt discount	$0	'	$34,727

CONVERTIBLE_PROMISSORY_NOTES_D1

CONVERTIBLE PROMISSORY NOTES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Jul. 09, 2013	Jul. 10, 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	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	803,574	'	'	'
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	'	'	'

STOCKHOLDERS_EQUITY_Details_Na

STOCKHOLDERS EQUITY (Details Narrative) (USD $)	3 Months Ended	12 Months Ended	120 Months Ended
	Apr. 14, 2014	Dec. 31, 2013	Jul. 21, 2023	Jul. 23, 2013	Jul. 09, 2013
Equity [Abstract]	'	'	'	'	'
Shares Issued For Exclusive Distributor Agreement	'	'	'	'	25,000
Value Of Shares Issued For Exclusive Distributor Agreement	'	'	'	'	$12,500
Earn-out shares issued	'	'	'	1,500,000	'
Percent of Earn-out Shares Released Each Year	'	'	10.00%	'	'
Earn-out shares, value	'	750,000	'	'	'
Retirement of shares	750,000	2,156,704	'	'	'
Retired shares, price per share	'	$0.50	'	'	'
Retired shares, value	'	1,078,352	'	'	'
Shares issued for conversion of Convertible Notes	'	803,574	'	'	'
Debt converted into shares	'	$225,000	'	'	'

STOCK_INCENTIVE_PLAN_Details_N

STOCK INCENTIVE PLAN (Details Narrative)	12 Months Ended
	Dec. 31, 2013
Accounting Policies [Abstract]	'
Authorized options	1,000,000
Stock options cancelled	441,805

INCOME_TAXES_SCHEDULE_OF_REFUN

INCOME TAXES - SCHEDULE OF REFUNDABLE INCOME TAXES (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]	'	'
Refundable Federal income tax calculated at statutory rate of 35%	$161,000	$167,000
Less: Stock based compensation expense	-15,000	-60,000
Change in valuation allowance	-146,000	-107,000
Net refundable amount	'	'

INCOME_TAXES_SCHEDULE_OF_NET_D

INCOME TAXES - SCHEDULE OF NET DEFERRED TAX ASSET (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]	'	'
Net operating losses carried forward	$315,900	$169,900
Less: Valuation allowance	-315,900	-169,900
Net deferred tax asset	'	'

INCOME_TAXES_Details_Narrative

INCOME TAXES (Details Narrative) (USD $)	Dec. 31, 2013
Income Tax Disclosure [Abstract]	'
Net operating loss carryforward	$900,000

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

SUBSEQUENT_EVENTS_Details_Narr

SUBSEQUENT EVENTS (Details Narrative) (USD $)	3 Months Ended	12 Months Ended
	Apr. 14, 2014	Dec. 31, 2013	Feb. 20, 2014	Dec. 31, 2012
Subsequent Events [Abstract]	'	'	'	'
Cancellation of Earn-out shares	750,000	2,156,704	'	'
Common stock transferred, shars	605,192	'	'	'
Stock split conversion ration	12	'	'	'
Expected date of stock split	'	'	'	'
	to be effective on or about April 16, 2014, or such other date that is acceptable to NASD, each in accordance with Article 78.207 of Chapter 78 of the Nevada Revised Statutes. Â
Loan payable - related party	'	$10,000	$7,500	$0
Interest rate on related party loat	'	10.00%	10.00%	'