WOD Retail Solutions (WODI) 10-Q 20 May 14 2014 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	15-May-14
Document And Entity Information	'	'
Entity Registrant Name	'Elite Data Services, Inc.	'
Entity Central Index Key	'0000704366	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer	'No	'
Is Entity a Voluntary Filer	'No	'
Is Entity's Reporting Status Current	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	16,069,108
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2014	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current Assets	'	'
Cash	$2,457	$2,884
Total Current Assets	2,457	2,884
OTHER ASSETS:	'	'
Intangible assets	3,001,477	'
Total Other Assets	3,001,477	'
Total Assets	3,003,934	2,884
CURRENT LIABILITIES:	'	'
Accounts payable and accrued liabilities	389,600	313,202
Loans from a related party	113,424	37,424
Line of credit payable	151,000	151,000
Contingent consideration payable	791,212	906,574
Total Current Liabilities	1,445,236	1,408,200
LONG TERM DEBT:	'	'
Note payable to related party	3,000,000	'
Total liabilities	4,445,236	1,408,200
STOCKHOLDERS' DEFICIT:	'	'
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; issued and outstanding 0 and 0, respectively	'	'
Common stock, $0.0001 par value; 50,000,000 shares authorized; issued and outstanding 16,069,108 and 150,488, respectively	1,607	15
Stock subscriptions	155,000	155,000
Additional paid-in capital	4,907,380	4,907,380
Deficit accumulated	-6,505,289	-6,467,711
Total Stockholders' Deficit	-1,441,302	-1,405,316
Total Liabilities and Stockholders' Deficit	$3,003,934	$2,884

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Stockholders' Deficit	'	'
Preferred stock, Par value	$0.00	$0.00
Preferred stock, Authorized	10,000,000	10,000,000
Preferred stock, Issued	0	0
Preferred stock, Outstanding	0	0
Common stock, Par value	$0.00	$0.00
Common stock, Authorized	50,000,000	50,000,000
Common stock, Issued	16,069,108	150,488
Common stock, Outstanding	16,069,108	150,488

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Condensed Consolidated Statements Of Operations	'	'
Revenue	$7,215	'
OPERATING EXPENSES	'	'
Project development costs	65,200	'
Consulting services	'	50,000
General and administrative	40,170	147,920
Total Operating Expenses	105,370	197,920
LOSS FROM OPERATIONS	-98,155	-197,920
OTHER INCOME (EXPENSE):	'	'
Gain on extinguishment of debt	115,247	'
Interest expense	-54,670	-10,343
Other	'	-27
Total Other Income (Expense)	60,577	-10,370
LOSS BEFORE PROVISION FOR INCOME TAXES	-37,578	-208,290
PROVISION FOR INCOME TAX (BENEFIT)	'	'
NET LOSS	($37,578)	($208,290)
Basic and Diluted Per Share Data: Net Loss Per Share - basic and diluted	$0	($3.28)
Weighted Average Common Shares Outstanding: Basic and diluted	13,750,989	63,468

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
OPERATING ACTIVITIES:	'	'
Net loss	($37,578)	($208,290)
Adjustments to reconcile net loss to net cash used by operating activities:	'	'
Gain on extinguishment of debt	-115,247	'
Warrants issued for services	'	110,000
Changes in operating assets and liabilities:	'	'
Accounts payable and accrued expenses	76,398	93,412
Income taxes payable	'	-238
Loans payable to related parties	'	4,524
Net cash used in operating activities	-76,427	-592
FINANCING ACTIVITIES:	'	'
Proceeds from related parties	76,000	'
Net cash provided by financing activities	76,000	'
NET DECREASE IN CASH	-427	-592
CASH BEGINNING OF THE YEAR	2,884	592
CASH END OF THE YEAR	2,457	'
SUPPLEMENTAL CASH FLOW INFORMATION:	'	'
Income taxes paid	'	'
Interest paid	'	'
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:	'	'
Issuance of common stock in connection with the purchase of classifiedride.com	1,400	'
Issuance of common stock in connection with the purchase of Autoglance, LLC	77	'
Issuance of common stock for conversion of debt	115,362	'
Note payable for the purchase of classifiedride.com	$3,000,000	'

DESCRIPTION_OF_BUSINESS

DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2014
Description Of Business	'
NOTE 1 - DESCRIPTION OF BUSINESS	'
	Elite Data Services, Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) changed its name from Dynamic Energy Alliance Corporation on November 4, 2013. Prior to that, we were formerly Mammatech Corporation, and were incorporated in the State of Florida on November 23, 1981 under the name Mammathetics Corp.
	On January 13, 2014, the Company entered into an asset purchase agreement with Baker Myers and Associates, LLC (“Baker Myers LLC”) to acquire www.classifiedride.com, whose platform was designed to revolutionize the selling and buying platform for online automotive markets. As consideration for the sale, the Company entered into a promissory note for $3,000,000 with an interest rate calculated at $17,500 per month and issued 14,000,000 shares of the Company’s common stock. Ms. Myers is the sole managing member of Baker Myers LLC and currently serves the Company as Chief Operating Officer and director. The classifiedride.com website was officially launched to the public in February 2012. Currently, ClassifiedRide provides a classified listing platform where users can list their vehicle truck, boat (i.e. anything that has a motor) to the Company’s website either by free or paid listing options. The main premise of the website is to aid the private seller in selling or trading their vehicle. The Company, in turn, then works as the community leader to establish relationships between buyers and sellers using social media platforms and consumer customer support incentives. These relationships are used to generate revenue from private sellers, dealerships, affiliate lead providers, and third party advertisers.
	On January 15, 2014, the Company entered into an Asset Purchase Agreement with Baker Myers LLC for 51% of the membership interest of Autoglance, LLC, a Tennessee Limited Liability Company, and with it majority control over all owned assets of Autoglance, LLC, including the website www.autoglance.com (collectively “Autoglance”) for 765,000 shares the Company’s common stock as consideration. Autoglance is a search engine of used cars that prioritizes and compares inventory in individualized markets by displaying the best deals first while hiding listings that are older, more expensive, and have more mileage. Autoglance currently has a provisional patent for this method of organizing and displaying vehicles. More specifically, Autoglance’s invention groups vehicles of the same make and model in a market location to determine the best price based on the market value of the vehicle. Vehicles that are deemed worse deals are hidden from the user. The user can easily see hidden cars if he/she wishes by the click of a button.

BASIS_OF_PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2014
Basis Of Presentation	'
NOTE 2 - BASIS OF PRESENTATION	'
	The accompanying unaudited condensed consolidated financial statements of Elite Data Services, Inc. (the "Company") are presented in accordance with the requirements for Form 10-Q and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made.
	These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K filed with the SEC on May 12, 2014. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s consolidated financial statements for the fiscal year ended December 31, 2013, has been omitted. The results of operations for the three month period ended March 31, 2014 are not necessarily indicative of results for the entire year ending December 31, 2014.
	Going Concern
	Since inception, the Company has a cumulative net loss of $6,505,289. The Company currently has only limited working capital with which to continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties. The Company must secure additional working capital through loans, sale of equity securities, or a combination, in order to implement its business plans., There can be no assurance that such funding will be available in the future, or available on commercially reasonable terms. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
	The accompanying unaudited condensed consolidated financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2014
Summary Of Significant Accounting Policies	'
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	Basis of Presentation
	The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and its subsidiaries, Dynamic Energy Development Corporation and Transformation Consulting, Inc. All intercompany balances and transactions have been eliminated.
	Use of Estimates
	Preparation of the Company's unaudited condensed financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Accordingly, actual results could differ from those estimates.
	Reclassifications
	Certain amounts previously reported have been reclassified to conform to the current period presentation. The reclassifications were made to change the balance sheet liability presentation. The reclassifications had no effect on net income or assets and liabilities.
	Development Costs
	Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. For the period ended March 31, 2014 and 2013, total development costs amounted to $65,200 and $0, respectively.  At December 31, 2013 and March 31, 2014,the Company had no deferred product development costs.
	Income Taxes
	Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years.
	ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.
	The Company does not have any unrecognized tax benefits as of December 31, 2013 and March 31, 2014 that, if recognized, would affect the Company's effective income tax rate.  The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of March 31, 2014 and December 31, 2013.
	Cash and Cash Equivalents
	Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase. At the period ended March 31, 2014, the Company had no cash equivalents.
	Fair Value of Financial Instruments
	The Company accounts for the fair value of financial instruments in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.
	The three levels are defined as follows:
	Level 1	inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	Level 2	inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	Level 3	inpuinputs to the valuation methodology are unobservable and significant to the fair measurement.
	The fair value of the Company's cash and cash equivalents, accrued liabilities and accounts payable approximate carrying value because of the short-term nature of these items.
	Revenue Recognition
	The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.
	Net Income (Loss) Per Common Share
	Basic income (loss) per common share (“EPS”) is calculated by dividing the income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company currently has no dilutive securities and as such, basic and diluted income (loss) per share is the same for all periods presented.
	Share Purchase Warrants
	The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, Derivatives and Hedging. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.
	Recently Issued Accounting Pronouncements
	Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not, believed by management to have a material impact on the Company’s present or future consolidated financial statements.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2014
Related Party Transactions	'
NOTE 4 - RELATED PARTY TRANSACTIONS	'
	a) Loans payable to related party – Myers - LOC
	The principle amount due to a related party at March 31, 2014 of $113,424, represents an unsecured promissory note (“Myers – LOC”) due to a shareholder and director of the Company. These amounts are unsecured and bear interest at the rate of 12% per annum. The note is due and payable in August 2014. Accrued interest at March was $8,054.
	b) January 13, 2014 Agreement - ClassifiedRide
	On January 13, 2014, the Company entered into an asset purchase agreement with Baker Myers and Associates, LLC (“Baker Myers LLC”) to acquire www.classifiedride.com, whose platform was designed to revolutionize the selling and buying platform for online automotive markets. As consideration for the sale, the Company entered into a promissory note for $3,000,000 with an interest rate calculated at $17,500 per month and issued 14,000,000 shares of the Company’s common stock. Ms. Myers is the sole managing member of Baker Myers LLC and currently serves the Company as Chief Operating Officer and director. The classifiedride.com website was officially launched to the public in February 2012. Currently, ClassifiedRide provides a classified listing platform where users can list their vehicle truck, boat (i.e. anything that has a motor) to the Company’s website either by free or paid listing options. The main premise of the website is to aid the private seller in selling or trading their vehicle. The Company, in turn, then works as the community leader to establish relationships between buyers and sellers using social media platforms and consumer customer support incentives. These relationships are used to generate revenue from private sellers, dealerships, affiliate lead providers, and third party advertisers.
	c) January 15, 2014 Agreement - Autoglance
	On January 15, 2014, the Company entered into an Asset Purchase Agreement with Baker Myers LLC for 51% of the membership interest of Autoglance, LLC, a Tennessee Limited Liability Company, and with it majority control over all owned assets of Autoglance, LLC, including the website www.autoglance.com (collectively “Autoglance”) for 765,000 shares the Company’s common stock as consideration. Autoglance is a search engine of used cars that prioritizes and compares inventory in individualized markets by displaying the best deals first while hiding listings that are older, more expensive, and have more mileage. Autoglance currently has a provisional patent for this method of organizing and displaying vehicles. More specifically, Autoglance’s invention groups vehicles of the same make and model in a market location to determine the best price based on the market value of the vehicle. Vehicles that are deemed worse deals are hidden from the user. The user can easily see hidden cars if he/she wishes by the click of a button.

CAPITAL_STOCK

CAPITAL STOCK	3 Months Ended
	Mar. 31, 2014
Capital Stock	'
NOTE 5 - CAPITAL STOCK	'
	Authorized
	The Company is authorized to issue 10,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 50,000,000 shares of common stock, having a par value of $0.0001 per share.
	Authorized Capital Stock
	Effective January 29, 2014 by Board Resolution (the “Effective Date”) pursuant to the Articles of Amendment to the Company’s Article of Incorporation, the Company adopted the following amendment to the Company’s Articles of Incorporation and affected the following changes:
	(1)	decreased authorized capital stock to 60,000,000 shares (originally 500,000,000), of which 50,000,000 shares shall be common stock (originally 300,000,000), par value $0.0001, and 10,000,000 shares shall be preferred stock (originally 200,000,000), par value $0.0001.
	Issued and Outstanding
	Preferred Stock
	As of March 31, 2014, the Company had not issued any preferred stock to any holder.
	Common Stock
	At March 31, 2014, shares of common stock issued and outstanding totaled 16,069,108.
	During the period ended March 31, 2014, the Company issued 15,918,620 shares of common stock as follows:
	On January 13, 2014, the Company issued 14,000,000 shares of the Company’s Common stock in conjunction with its asset purchase agreement to acquire www.classifiedride.com. See further discussion at Note 1.
	On January 15, 2014, the Company issued 765,000 shares of the Company’s Common stock for 51% of the membership interest of Autoglance, LLC, a Tennessee Limited Liability Company. See further discussion at Note 1.
	Pursuant to Stock Purchase Agreement between Mr. Charles R. Cronin (a former director) and DEDC, dated February 25, 2011 and Amendments No. 1, No. 2 and No. 3 to Stock Purchase Agreement, dated December 30, 2011, March 31, 2012 and September 26, 2012, respectively, DEDC entered into a Stock Purchase Agreement and acquired Transformation Consulting, Inc. (“TC”) for $2,000,000.   Through December 31, 2012, net of refunds, made to Mr. Cronin totaled $984,638, leaving an outstanding balance of $1,015,362 remaining. On September 30, 2013, Cronin entered into an Assignment and Assumption Agreement in which Habanero became the holder of the note and was assigned the shares from warrants converted by Mr. Cronin and his related entity, TDMS, based on their strike price. The purchase price was offset by amounts due under the line of credit agreement that amounted to $189,512, and $108,788 was offset against the contingent consideration payable assigned under the terms of the Agreement to Habenero. On March 14, 2014, the Board of Directors approved the issuance of 1,153,620 shares for $115,362 to Habanero’s assignor, Rocky Road Inc., at $0.10 per share, reducing the balance owed under the note to $791,212, which is recognized as a gain of $115,247 on extinguishment of the debt.
			As of March 31, 2014			As of December 31, 2013
	Contingent consideration due		$	2,000,000		$	2,000,000
	Less payments			(984,638	)		-984,638
	Payment of exercise of warrants			(108,788	)		-108,788
	Conversion of contingent consideration to common stock			(115,362	)		-
			$	791,212		$	906,574

COMMITMENTS_AND_CONTRACTUAL_OB

COMMITMENTS AND CONTRACTUAL OBLIGATIONS	3 Months Ended
	Mar. 31, 2014
Commitments And Contractual Obligations	'
NOTE 6 - COMMITMENTS AND CONTRACTUAL OBLIGATIONS	'
	a) Birch First Capital Fund, LLC
	On August 16, 2013 Birch First Capital Fund, LLC (“Birch First”) filed a complaint against the Company in the 15th judicial circuit of Florida (2013 CA 012838) alleging that the Company owes them $168,661. The Company filed a response and counterclaim against Birch First and its principal for unspecified damages relating to Birch First’s fraudulent inducement and violation of U.S. securities law. Both claims are currently pending.
	On November 18, 2013 the Company became aware of litigation by Birch First and Birch First Capital Management, LLC against Mr. Charles Cronin and Dr. Earl Beaver, naming the Company as a nominal defendant. The litigation is correlated to conduct by the former board members named above in relation to energy sector technologies. A motion to dismiss has been filed by the Company concerning this derivative lawsuit, ascertaining, among other things, that Birch First’s representation of the shareholder class is inconsistent based on his position to directly recover a judgment from the company, which in turn negatively impacts the very class of shareholders Birch alleges to represent. At this point in time, the Company has no evidence that supports Birch’s litigation, but believes it is the proper party to take action in recovery if evidence to the contrary is provided in further proceedings that is in the Company’s and shareholder’s best interest.
	The disputed liability amount, including accrued interest, as of March 31,2014 is $184,481.
	b) ClassifiedRide.com
	On January 14, 2014, the Company entered into an asset purchase agreement to acquire classifiedride.com for the purchase price of $3,000,000 in the form of a promissory note and 14,000,000 shares of the Company’s common stock. Interest under the agreement was calculated at 7% per annum under the terms of the agreement. Under the terms of the agreement, if EDS defaults on its monthly interest payments after the first year of the purchases price, a penalty of 14% of the payment added will be accumulated to the interest balance.
	c)  Loans payable to related party – Myers - LOC
	The principle amount due to a related party at March 31,2014 of $113,424, represents an unsecured promissory note (“Myers – LOC”) due to a shareholder and director of the Company. These amounts are unsecured and bear interest at 12% per annum. These funds were used to pay for corporate expenses related to the Company’s corporate and operating expenses. As of March 14, 2014, the line of credit agreement was extended from $50,000 to $120,000 with a payable date extended to December 1, 2014. Accrued interest at March 31, 2014 was $8,054.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2014
Summary Of Significant Accounting Policies Policies	'
Basis Of Presentation	'
	The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and its subsidiaries, Dynamic Energy Development Corporation and Transformation Consulting, Inc. All intercompany balances and transactions have been eliminated.
Use of Estimates	'
	Preparation of the Company's unaudited condensed financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Accordingly, actual results could differ from those estimates.
Reclassifications	'
	Certain amounts previously reported have been reclassified to conform to the current period presentation. The reclassifications were made to change the balance sheet liability presentation. The reclassifications had no effect on net income or assets and liabilities.
Development Costs	'
	Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. For the period ended March 31, 2014 and 2013, total development costs amounted to $65,200 and $0, respectively. At December 31, 2013 and March 31, 2014,the Company had no deferred product development costs.
Income Taxes	'
	Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years.
	ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.
	The Company does not have any unrecognized tax benefits as of December 31, 2013 and March 31, 2014 that, if recognized, would affect the Company's effective income tax rate.  The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of March 31, 2014 and December 31, 2013.
Cash and Cash Equivalents	'
	Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase. At the period ended March 31, 2014, the Company had no cash equivalents.
Fair Value of Financial Instruments	'
	The Company accounts for the fair value of financial instruments in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.
	The three levels are defined as follows:
	Level 1	inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	Level 2	inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	Level 3	inpuinputs to the valuation methodology are unobservable and significant to the fair measurement.
	The fair value of the Company's cash and cash equivalents, accrued liabilities and accounts payable approximate carrying value because of the short-term nature of these items.
Revenue Recognition	'
	The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.
Net Income (Loss) Per Common Share	'
	Basic income (loss) per common share (“EPS”) is calculated by dividing the income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company currently has no dilutive securities and as such, basic and diluted income (loss) per share is the same for all periods presented.
Share Purchase Warrants	'
	The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, Derivatives and Hedging. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.
Recently and Issued Accounting Pronouncements	'
	Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC during the current reporting period did not, or are not, believed by management to have a material impact on the Company’s present or future consolidated financial statements.

CAPITAL_STOCK_Tables

CAPITAL STOCK (Tables)	3 Months Ended
	Mar. 31, 2014
Capital Stock Tables	'
Summary of contingent consideration	'
		As of March			As of December 31, 2013
		31, 2014
	Contingent consideration due	$	2,000,000		$	2,000,000
	Less payments		(984,638	)		-984,638
	Payment of exercise of warrants		(108,788	)		-108,788
	Conversion of contingent consideration to common stock		(115,362	)		-
		$	791,212		$	906,574

SUMMARY_OF_SIGNIFICANT_ACCOUNT2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Summary Of Significant Accounting Policies Details Narrative	'	'
Development Costs	$65,200	$0

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014
Related Party Transactions Details Narrative	'
Amounts due to a related party for Myers - LOC	$113,424
Unsecured and bear interest rate	12.00%
Due date of payable	'August 2014
Accrued interest	$8,054

CAPITAL_STOCK_Details

CAPITAL STOCK (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Capital Stock Details	'	'
Contingency consideration due	$2,000,000	$2,000,000
Less payments	-984,638	-984,638
Payment of exercise of warrants	-108,788	-108,788
Conversion of contingent consideration to common stock	-115,362	'
Total	$791,212	$906,574

CAPITAL_STOCK_Details_Narrativ

CAPITAL STOCK (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Capital Stock Details Narrative	'	'
Preferred stock Series A, par value	$0.00	$0.00
Preferred stock Series A, Authorized	10,000,000	10,000,000
Common stock, par value	$0.00	$0.00
Common stock, Authorized	50,000,000	50,000,000
Common stock issued	16,069,108	150,488
Common stock Outstanding	16,069,108	150,488
Common stock issued	15,918,620	'

COMMITMENTS_AND_CONTRACTUAL_OB1

COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Commitments And Contractual Obligations Details Narrative	'	'
Accounts payable current	$184,481	'
Amounts due to a related party	113,424	37,424
Unsecured and bear interest rate	12.00%	'
Description of line of credit agreement	'As of March 14, 2014, the line of credit agreement was extended from $50,000 to $120,000 with a payable date extended to December 1, 2014.	'
Accrued interest	$8,054	'