Chatand 10-Q 21 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 21, 2016
Document And Entity Information
Entity Registrant Name	chatAND, Inc.
Entity Central Index Key	1,529,133
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		41,386,875
Trading Symbol	CHAA
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash	$ 420	$ 101,427
Total current assets	420	101,427
Other assets:
Intellectual Property (Note 4)	1,581,468	1,581,468
Total other assets	1,581,468	1,581,468
Total assets	1,581,888	1,682,895
Current liabilities:
Accounts payable	326,136	346,304
Accrued expenses net of payroll liabilities	19,911	22,614
Accrued interest	9,615	1,017
Advances from stockholders and employees	31,000	31,000
Notes payable, net of discount of $53,521	96,979	26,797
Derivative liabilities	62,656	14,390
Total current liabilities	546,297	442,122
Stockholders' equity:
Preferred stock
Common stock: $0.00001 par value; 500,000,000 shares authorized; 41,386,875 and 39,936,875 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively	414	400
Additional paid in capital	4,266,495	4,237,509
Accumulated deficit	(3,231,318)	(2,997,136)
Total stockholders' equity	1,035,591	1,240,773
Total liabilities and stockholders' equity	1,581,888	1,682,895
Series A Convertible Stock [Member]
Stockholders' equity:
Preferred stock
Series A Convertible Stock [Member]
Stockholders' equity:
Preferred stock

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Discount of notes payable	$ 53,521	$ 53,521
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, convertible stock stated value
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	41,386,875	39,936,875
Common stock, shares outstanding	41,386,875	39,936,875
Series A Convertible Stock [Member]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, convertible stock stated value	$ 48.07309	$ 48.07309
Preferred stock, shares authorized	4,807,309	4,807,309
Preferred stock, shares issued
Preferred stock, shares outstanding

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue:
Total revenue
Costs and expenses:
General and administrative	28,900	15,527	123,795	130,480
Research and development expense				(2,791)
Asset impairment				749
Total costs and expenses	28,900	15,527	123,795	128,438
Loss from operations	(28,900)	(15,527)	(123,795)	(128,438)
Other expenses:
Interest expense	(210,791)	(5,820)	(271,043)	(7,988)
Gain (loss) on change in fair value of derivative liabilities	176,336	97,584	160,656	227,267
Total other income (expenses)	(34,455)	91,764	(110,387)	219,279
Net (loss) income before income taxes	(63,355)	76,237	(234,182)	90,841
Income taxes
NET (LOSS) INCOME	$ (63,355)	$ 76,237	$ (234,182)	$ 90,841
(Loss) earnings per share, basic and diluted	$ 0	$ 0	$ (0.01)	$ 0
Weighted average number of shares outstanding, basic and diluted	41,386,875	39,150,805	41,069,357	39,108,314

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($)	Preferred Stock [Member]	Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2015			$ 400	$ 4,237,509	$ (2,997,136)	$ 1,240,773
Balance, shares at Dec. 31, 2015			39,936,875
Common stock issued for services			$ 14	28,986		29,000
Common stock issued for services, shares			1,450,000
Net income (loss)					(234,182)	(234,182)
Balance at Sep. 30, 2016			$ 414	$ 4,266,495	$ (3,231,318)	$ 1,035,591
Balance, shares at Sep. 30, 2016			41,386,875

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (234,182)	$ 90,841
Adjustments to reconcile net income (loss) to net cash used in operating activities:
(Gain) loss on change in fair value of derivative liability	(160,656)	(227,267)
Stock issued for services	29,000
Amortization of debt discount	92,182
Non-cash interest	171,422
Impairment of assets		749
Changes in operating assets and liabilities:
Accounts payable	(20,168)	38,750
Accrued interest payable	8,598
Accrued expenses	(2,703)
Net cash used in operating activities	(116,507)	(96,926)
CASH FLOWS FROM INVESTING ACTIVITIES:
Freeline bankruptcy refund		18,532
Net cash provided by investing activities		18,532
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable	37,500	15,000
Repayments of Notes Payable	(22,000)
Sales of Common Stock		35,000
Net cash provided by (used in) financing activities	15,500	50,000
Net increase (decrease) in cash	(101,007)	(28,395)
Cash, beginning of the year	101,427	29,421
Cash, end of period	420	1,026
SUPPLEMENTAL INFORMATION
Cash paid for interest	200	7,988
Non-cash investing and financing activities:
Common stock issued for services	$ 29,000

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Basis of Presentation	1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION chatAND, Inc., a Nevada corporation (the “Company”), organized on May 14, 2010, and its wholly owned subsidiary CHATAND TECH, LLC (“TECH”), a limited liability company organized in Nevada on May 13, 2011, (collectively referred to herein as “Chat&” or the “Company”). In 2015, the Company decided to abandon the technology platform business it was initially formed to pursue and devote it’s time and energy into fully developing and placing into service its investment asset with the relaunch of the Freeline Sports trademark and patented in-line skating technology. In 2014, the Company acquired substantially all the assets of Freeline Sports, Inc., an inactive California company. We do not currently have plans to develop these assets or market any products related to these assets. However, we are currently pursuing financing in order to develop these acquired assets. Our current plans are to develop these assets and market any products related to these assets and we are currently pursuing financing in order to develop these acquired assets. Our new goal will be focusing on pushing sports forward with innovation in design and technology. Our exclusive skate technology brings new excitement to the skate community. Our technology will have the biggest names in the industry looking to get their hands on it. With a proper launch and sales it possibly can be applied to all board sports. Adding additional products to our line will increase our validity and will further strengthen the core business, especially in the apparel arena. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2016 and for the three and nine months ended September 30, 2016. The results of operations for the nine months ended September 30, 2016 are not necessarily indicative of the operating results for the full year ending December 31, 2016, or any other period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2015 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 28, 2016.

Going Concern and Management's

Going Concern and Management's Liquidity Plans	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Management's Liquidity Plans	2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of September 30, 2016, the Company had a cash balance of $420 and a working capital deficit (current liabilities exceeding current assets) of $545,877. During the nine months ended September 30, 2016, the Company used net cash in operating activities of $116,507. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s primary source of operating funds since inception has been cash proceeds from private placements of common stock and warrants. The Company intends to raise additional capital through private issuances of debt and equity instruments, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully execute on its business plan or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities, the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2016 and December 31, 2015, the Company did not have any derivative instruments that were designated as hedges. At September 30, 2016, the Company had outstanding convertible notes and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. (See Note 5 and Note 6). Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the three and nine months ended September 30, 2016 and 2015 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2016 September 30, 2015 Convertible debt 6,855,000 - Options to purchase common stock 5,370,000 5,370,000 Series A convertible preferred stock - 4,807,309 Warrants to purchase common stock 15,700,000 5,275,000 Totals 27,925,000 15,452,309 Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements except as disclosed in Note 10.

Investments

Investments	9 Months Ended
	Sep. 30, 2016
Investments, Debt and Equity Securities [Abstract]
Investments	4. INVESTMENTS In 2014, we acquired substantially all the assets of Freeline Sports, Inc., an inactive California company in Chapter 7 bankruptcy proceeds for cash payment of $250,000 and 5,000,000 shares of the our common stock, valued in aggregate of $1,350,000. The assets acquired were primarily patents, copyrights and trademarks relating to sports equipment. Specifically, we acquired patents 7,059,613, 8,308,171 and Des567,318 for supporting a user’s foot with a personal transportation device. Our current plans and focus is the development of the assets acquired from Freeline Sports, Inc., we also may consider additional or alternative opportunities, including a change in the primary focus of our efforts. For example, we could determine to acquire, through a merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, one or more operating businesses, or control of such operating businesses through contractual arrangements, or additional assets. We currently do not have any arrangement, agreement or understanding with respect to any such transaction and there can be no assurance that we will evaluate or conclude one.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Notes Payable	5. NOTES PAYABLE On July 5, 2016, the Company issued a convertible note for $15,000 to a board member due one year from issuance with interest at 10% per annum due at maturity. The note is convertible into shares of the Company’s common stock, at any time, at a conversion rate of $0.01 per share. The Note contains certain reset provisions should the Company issue or sell its common stock, options or convertible securities less than the conversion price, then the existing conversion price in effect is reduced in the amount to equal to new conversion price. In connection with the note, the Company issued 750,000 warrants to purchase the Company’s common stock at $0.02 per share for fve years. The warrants also contain reset provisions as described above. On August 10, 2016, the Company issued convertible notes in aggregate of $22,500 ( of which $7,500 to a board member) due one year from issuance with interest at 10% per annum due at maturity. The note is convertible into shares of the Company’s common stock, at any time, at a conversion rate of $0.10 per share. The Notes contain certain reset provisions should the Company issue or sell its common stock, options or convertible securities less than the conversion price, then the existing conversion price in effect is reduced in the amount to equal to new conversion price. In connection with the note, the Company issued 4,000,000 warrants to purchase the Company’s common stock at $0.10 per share for five years. The warrants also contain reset provisions as described above. The Company has identified the embedded derivatives related to the above issued convertible notes and warrants. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date which at September 30, 2016 was $61,809. The fair value of the embedded derivatives at issuance of the notes and warrants, determined using the Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 116.59% to 118.83%, (3) weighted average risk-free interest rate of 0.44% to 1.07%, (4) expected lives of 1.0 to 5.0 years, and (5) estimated fair value of the Company’s common stock from $0.0435 per share. The initial fair value of the embedded derivatives of $208,922 was allocated as a debt discount up to the proceeds of the notes ($37,500) with the remainder ($171,422) charged to current period operations as interest expense. For the three and nine months ended September 30, 2016, the Company amortized an aggregate of $35,470 and $92,182 of debt discounts to current period operations as interest expense, respectively.

Derivative Liabilities

Derivative Liabilities	9 Months Ended
	Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	6. DERIVATIVE LIABILITIES Warrants In 2016, in connection with the issuance of convertible notes payable (See Note 5) and in 2014, in connection with the sale of common stock, the Company issued an aggregate of 4,750,000 and 5,000,000 common stock purchase warrants to purchase the Company’s common stock with an exercise prices of $0.01 to $0.15 per share for five and three years with anti-dilutive (reset) provisions, respectively. The Company has identified embedded derivatives related to the issued warrants. The accounting treatment of derivative financial instruments requires that the Company record allocated fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date. At September 30, 2016, the fair value of the reset provisions of $50,140 was determined using the Black-Scholes Option Pricing model with the following assumptions: dividend yield: 0%; volatility: 130.13%; risk free rate: 0.45% to 1.14%; and expected life: 0.50 to 4.86 years. The Company recorded a gain on change in derivative liabilities of $134,634 during the three months ended September 30, 2016. Debt In 2016, the Company issued convertible notes with anti-dilutive (reset) provisions (See Note 5). The Company has identified embedded derivatives related to the issued notes. The accounting treatment of derivative financial instruments requires that the Company record allocated fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date. At September 30, 2016, the fair value of the reset provisions of $12,516 was determined using the Black-Scholes Option Pricing model with the following assumptions: dividend yield: 0%; volatility: 130.13%; risk free rate: 0.59%; and expected life: 0.76 to 0.86 years. The Company recorded a gain on change in derivative liabilities of $41,702 during the three months ended September 30, 2016.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2016
Equity [Abstract]
Stockholders' Equity	7. STOCKHOLDERS’ EQUITY Preferred stock The Company is authorized to issue up to 100,000,000 shares of preferred stock with a par value of $0.00001. At September 30, 2016 and December 31, 2015, no shares were issued and outstanding. On April 9, 2015, the Company filed a Form 8-K/A and Exhibit 10.1 Series A Convertible Preferred Stock Exchange Agreement. In this filing the Company stated that it issued 4,807,309 shares of Series A Preferred Stock (the “Shares”) to 224 Stanhope Note LLC (“Stanhope”) in exchange for 4,807,309 shares of common stock of the Company. However the Shares in fact have not yet been issued pursuant to that certain Series A Convertible Preferred Stock Exchange Agreement (the “Agreement”), dated April 2, 2015, between the Company and Stanhope because the Common Stock certificate has not yet been returned and therefore the terms of the Agreement have not yet been met. Common stock The Company is authorized to issue up to 500,000,000 shares of common stock with a par value of $0.00001. At September 30, 2016 and 2015 there were 41,386,875 and 39,936,875 shares issued and outstanding, respectively.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions	8. RELATED PARTY TRANSACTIONS At December 31, 2015 advances from shareholders and employees were granted 411,070 shares of common stock. These shares had an aggregate grant fair date value of $77,367. This was in conjunction with the release and settlement agreements for Daniel and Michael Lebor. Pursuant to Unanimous Board Written Consent dated 12/29/15, it was determined that Msssrs. Daniel and Michael Lebor were never issued Options for their 2012 and 2013 Cash Advanced to the Company. During the 12/29/15 Board meeting it was determined stock be issued with a $0.15 per share price. September 30, 2016 December 31, 2015 Michael Lebor, Chief Executive Officer $ - $ 20,094 Former employees - 57,273 $ - $ 77,367 Employment agreements As of September 30, 2016, the Company does not have any employee accounts.

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurement	9. FAIR VALUE MEASUREMENT The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements. The carrying value of the Company’s cash, accounts payable, short-term borrowings and other current assets and liabilities approximate fair value because of their short-term maturity. As of September 30, 2016 and December 31, 2015, the Company did not have any items that would be classified as level 1 or 2 disclosures. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in Note 5. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Note 5 are that of volatility and market price of the underlying common stock of the Company. As of September 30, 2016 and December 31, 2015, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of September 30, 2016, in the amount of $62,656 has a level 3 classification. Level 1 Level 2 Level 3 Derivative Liability - - $ 62,656 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2016 and for the nine months ended September 30, 2016: Derivative Liabilities Balance, December 31, 2015 $ 14,390 Transfers in (out): Initial fair value of issued convertible debt and warrant reset provisions 208,922 Total (gains) losses - Mark-to-market (160,656 ) Balance, September 30, 2016 $ 62,656 Net Gain for the period included in earnings relating to the liabilities held at September 30, 2016 160,656

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
Subsequent Events	10. SUBSEQUENT EVENTS

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities, the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Derivative Instrument Liability	Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2016 and December 31, 2015, the Company did not have any derivative instruments that were designated as hedges. At September 30, 2016, the Company had outstanding convertible notes and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. (See Note 5 and Note 6).
Net Loss Per Share	Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the three and nine months ended September 30, 2016 and 2015 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2016 September 30, 2015 Convertible debt 6,855,000 - Options to purchase common stock 5,370,000 5,370,000 Series A convertible preferred stock - 4,807,309 Warrants to purchase common stock 15,700,000 5,275,000 Totals 27,925,000 15,452,309
Recent Accounting Pronouncements	Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
Subsequent Events	Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements except as disclosed in Note 10.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Schedule of Potentially Dilutive Securities of Basic and Diluted Net Loss Per Share	Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2016 September 30, 2015 Convertible debt 6,855,000 - Options to purchase common stock 5,370,000 5,370,000 Series A convertible preferred stock - 4,807,309 Warrants to purchase common stock 15,700,000 5,275,000 Totals 27,925,000 15,452,309

Related Party Transactions (Tab

Related Party Transactions (Tables)	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
Advances from Shareholders and Employees	September 30, 2016 December 31, 2015 Michael Lebor, Chief Executive Officer $ - $ 20,094 Former employees - 57,273 $ - $ 77,367

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measurement Derivative Liability	The derivative liability as of September 30, 2016, in the amount of $62,656 has a level 3 classification. Level 1 Level 2 Level 3 Derivative Liability - - $ 62,656
Summary of Changes in Fair Value of Financial Liabilities	The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2016 and for the nine months ended September 30, 2016: Derivative Liabilities Balance, December 31, 2015 $ 14,390 Transfers in (out): Initial fair value of issued convertible debt and warrant reset provisions 208,922 Total (gains) losses - Mark-to-market (160,656 ) Balance, September 30, 2016 $ 62,656 Net Gain for the period included in earnings relating to the liabilities held at September 30, 2016 160,656

Going Concern and Management'21

Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 420	$ 1,026	$ 101,427	$ 29,421
Working capital deficiency	545,877
Net cash used by operating activities	$ 116,507	$ 96,926

Summary of Significant Accoun22

Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Basic and Diluted Net Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Potentially dilutive securities excluded from the computation of basic and diluted per share	27,925,000	15,452,309
Convertible Debt [Member]
Potentially dilutive securities excluded from the computation of basic and diluted per share	6,855,000
Options To Purchase Common Stock [Member]
Potentially dilutive securities excluded from the computation of basic and diluted per share	5,370,000	5,370,000
Series A Convertible Preferred Stock [Member]
Potentially dilutive securities excluded from the computation of basic and diluted per share		4,807,309
Warrant To Purchase Common Stock [Member]
Potentially dilutive securities excluded from the computation of basic and diluted per share	15,700,000	5,275,000

Investments (Details Narrative)

Investments (Details Narrative) - Freeline [Member]	12 Months Ended
	Dec. 31, 2014USD ($)shares
Cash payment	$ 250,000
Shares issued for acquisition, shares | shares	5,000,000
Shares issued for acquisition, value	$ 1,350,000
Acquired patents, description	we acquired patents 7,059,613, 8,308,171 and Des567,318 for supporting a user’s foot with a personal transportation device.

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Aug. 10, 2016	Jul. 05, 2016	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2015
Issuance of convertible note	$ 22,500			$ 37,500	$ 15,000
Debt instrument interest rate	10.00%
Debt instrument maturity period	1 year
Debt conversion price per share	$ 0.10
Warrant to purchase of common stock shares	4,000,000
Warrant exercise price per share	$ 0.10
Warrant term	5 years
Fair value of derivatives	$ 61,809		$ 208,922	$ 208,922
Fair value assumptions dividend yield				0.00%
Fair value assumptions expected volatility				130.13%
Non-cash interest				$ 171,422
Amortization of debt discount			$ 35,470	$ 92,182
Minimum [Member]
Fair value assumptions risk-free interest rate				0.45%
Fair value assumptions expected lives				6 months
Maximum [Member]
Fair value assumptions risk-free interest rate				1.14%
Fair value assumptions expected lives				4 years 10 months 10 days
Options [Member]
Fair value assumptions dividend yield				0.00%
Estimate fair value stock price per share			$ 0.0435	$ 0.0435
Options [Member] | Minimum [Member]
Fair value assumptions expected volatility				116.59%
Fair value assumptions risk-free interest rate				0.44%
Fair value assumptions expected lives				1 year
Options [Member] | Maximum [Member]
Fair value assumptions expected volatility				118.83%
Fair value assumptions risk-free interest rate				1.07%
Fair value assumptions expected lives				5 years
Board Member [Member]
Issuance of convertible note	$ 7,500	$ 15,000
Debt instrument interest rate		10.00%
Debt instrument maturity period		1 year
Debt conversion price per share		$ 0.01
Warrant to purchase of common stock shares		750,000
Warrant exercise price per share		$ 0.02
Warrant term		5 years

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2014	Aug. 10, 2016
Common stock exercise price per share						$ 0.10
Fair value of reset provision			$ 50,140
Fair value assumptions, dividend yield			0.00%
Fair value assumptions, volatility			130.13%
Gain (loss) on change in fair value of warrant liability	$ 176,336	$ 97,584	$ 160,656	$ 227,267
Debt [Member]
Fair value of reset provision			$ 12,516
Fair value assumptions, dividend yield			0.00%
Fair value assumptions, volatility			130.13%
Fair value assumptions, risk free interest rate			0.59%
Gain (loss) on change in fair value of warrant liability	$ 41,702
Minimum [Member]
Fair value assumptions, risk free interest rate			0.45%
Fair value assumptions, expected term			6 months
Minimum [Member] | Debt [Member]
Fair value assumptions, expected term			9 months 4 days
Maximum [Member]
Fair value assumptions, risk free interest rate			1.14%
Fair value assumptions, expected term			4 years 10 months 10 days
Maximum [Member] | Debt [Member]
Fair value assumptions, expected term			10 months 10 days
Warrants [Member]
Common stock purchase of warrants			4,750,000		5,000,000
Anti-dilutive reset provisions period			5 years		3 years
Gain (loss) on change in fair value of warrant liability			$ 134,634
Warrants [Member] | Minimum [Member]
Common stock exercise price per share	$ 0.01		$ 0.01		$ 0.01
Warrants [Member] | Maximum [Member]
Common stock exercise price per share	$ 0.15		$ 0.15		$ 0.15

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - $ / shares	Sep. 30, 2016	Dec. 31, 2015	Apr. 09, 2015
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares issued	41,386,875	39,936,875
Common stock, shares outstanding	41,386,875	39,936,875
224 Stanhope Note LLC [Member] | Series A Convertible Stock [Member]
Preferred stock, shares issued			4,807,309
Number of preferred stock issued for conversion			4,807,309

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 29, 2015
Related Party Transactions [Abstract]
Advances from shareholders and employees granted	411,070
Advances from shareholders and employees granted, value	$ 77,367
Sale of stock price per share		$ 0.15

Related Party Transactions - Sc

Related Party Transactions - Schedule of Advances from Shareholders and Employees (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Advances from related parties		$ 77,367
Michael Lebor, Chief Executive Officer [Member]
Advances from related parties		20,094
Former Employees [Member]
Advances from related parties		$ 57,273

Fair Value Measurement (Details

Fair Value Measurement (Details Narrative)	Sep. 30, 2016USD ($)
Level 3 [Member]
Derivative Liability	$ 62,656

Fair Value Measurement - Summar

Fair Value Measurement - Summary of Derivative Liability (Details)	Sep. 30, 2016USD ($)
Level 1 [Member]
Derivative Liability
Level 2 [Member]
Derivative Liability
Level 3 [Member]
Derivative Liability	$ 62,656

Fair Value Measurement - Summ31

Fair Value Measurement - Summary of Changes in Fair Value of Financial Liabilities (Details)	9 Months Ended
	Sep. 30, 2016USD ($)
Fair Value Disclosures [Abstract]
Beginning Balance	$ 14,390
Initial fair value of issued convertible debt and warrant reset provisions	208,922
Total (gains) losses
Mark-to-market	(160,656)
Ending Balance	62,656
Net Gain for the period included in earnings relating to the liabilities held at September 30, 2016	$ 160,656