Medican Enterprises (MDCN) 10-Q14 Nov 142014 Q3 Quarterly reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2014	Nov. 14, 2014
Document and Entity Information:	'	'
Entity Registrant Name	'MEDICAN ENTERPRISES, INC.	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Entity Central Index Key	'0000847015	'
Current Fiscal Year End Date	'--12-31	'
Entity Common Stock, Shares Outstanding	'	50,807,362
Entity Filer Category	'Smaller Reporting Company	'
Entity Current Reporting Status	'Yes	'
Entity Voluntary Filers	'No	'
Entity Well-known Seasoned Issuer	'No	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q3	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current asset:	'	'
Cash	$148,818	'
Total current assets	148,818	'
Total assets	148,818	'
Current liabilities:	'	'
Accounts payable	23,238	176,187
Accrued Interest - related parties	4,172	4,172
Convertible Notes Payable (net of discount of $8,750)	232,647	'
Notes Payable - related parties	160,380	116,529
Total current liabilities	420,437	296,888
Convertible Notes Payable (net of discount of $503,500)	502,426	'
Derivative liability	1,212,999	'
Total liabilities	2,135,862	296,888
Stockholders' Deficit:	'	'
Preferred Stock - 5,000,000 shares authorized, $.001 par value; 0 shares issued and outstanding	'	'
Common stock - 100,000,000 shares authorized, $.001 par value; 46,417,475 shares issued and outstanding as of September 30, 2014 and 27,151,240 as of December 31, 2013	46,420	27,151
Additional paid-in capital	46,669,207	770,428
Accumulated deficit	-48,702,671	-1,094,467
Total stockholders' deficit	-1,987,044	-296,888
Total liabilities and stockholders' deficit	$148,818	'

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Common Stock, par or stated value	$0.00	$0.00
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	46,417,475	27,151,240
Common Stock, shares outstanding	46,417,475	27,151,240
Preferred Stock, par or stated value	$0.00	$0.00
Preferred Stock, shares authorized	5,000,000	5,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Current Portion	'	'
Convertible promissory notes discount	$8,750	$0
Non-Current Portion	'	'
Convertible promissory notes discount	$503,500	$0

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement	'	'	'	'
REVENUE	'	'	'	'
OPERATING EXPENSES	'	'	'	'
Consulting	7,197,286	'	19,393,282	'
Legal	229,158	'	1,444,200	'
Management	15,865	'	14,785,079	'
Investor relations	17	'	8,250,017	'
Stock Compensation	1,334,257	'	3,096,609	'
Selling, General & Administrative	572,914	20,574	797,463	47,659
Total Operating Expenses	9,349,497	20,574	47,766,650	47,659
Loss From Operations	-9,349,497	-20,574	-47,766,650	-47,659
OTHER INCOME (EXPENSE):	'	'	'	'
Related Party Interest Expense	'	-514	'	-5,749
Gain on revaluation of derivative liability	753,234	'	523,602	'
Loss on excess derivative liability over note principal	-4,967	'	-394,998	'
NET LOSS	-8,601,230	-21,088	-47,638,046	-53,408
Currency Translation Adjustment	-5,221	'	29,841	'
COMPREHENSIVE LOSS	($8,606,451)	($21,088)	($47,608,205)	($53,408)
NET LOSS PER BASIC AND DILUTED SHARES	($0.19)	($0.02)	($1.23)	($0.04)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	45,920,813	26,501,240	38,781,267	26,501,240

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Operating Activities:	'	'
Comprehensive Loss	($47,608,205)	($53,408)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Warrants issued as Compensation	2,911,210	'
Stock Compensation Expenses	185,400	'
Loss (gain) on revaluation of derivative liabilities	-523,602	'
Loss on excess of derivative liability over note principal	394,998	'
Interest and accretion	602,889	'
Stock Issued for Services:	'	'
Consulting	17,338,600	'
Management	14,750,000	'
Legal	1,316,988	'
Investor relations	8,250,000	'
Change in operating assets and liabilities:	'	'
Accounts payable	-127,950	'
Payables to related parties	'	'
Accrued interest - related party	'	-8,923
Net cash used in operating activities	-2,509,672	-62,331
Financing Activities:	'	'
Notes payable	87,755	'
Convertible Notes	1,515,000	'
Subscription Agreements	1,055,735	'
Proceeds from borrowing, related parties	'	62,331
Net cash provided by financing activities	2,658,490	62,331
Net change in cash in period	148,818	'
Cash, beginning of period	'	'
Cash, end of period	148,818	'
Supplemental Disclosure of Cash Flow Information	'	'
Cash paid for interest	'	'
Cash paid for taxes	'	'
Note payable issued for payables to related party	'	146,309
Related Party debt forgiveness	'	9,603
Capital stock issued to settle related party debt	$43,904	'

Note_1_Organization_and_Summar

Note 1 Organization and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 1 Organization and Summary of Significant Accounting Policies	'
	NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	(a) Organization

	Medican Enterprises, Inc., a Nevada corporation (collectively, with its subsidiaries, the “Company”) is a bio-pharmaceutical company focused on pursuing business opportunities in the growing medical and recreational marijuana sector. Through its subsidiaries, the Company is seeking to invest in businesses associated with the growing, marketing, research and development, training, distribution and retail sale of medical and recreational marijuana, both in the United States and Canada. As of the date of this report, the Company has not commenced the actual the production and sale of medical marijuana but is seeking to lay the foundation to commence this business or related business in the marijuana sector.

	The Company was incorporated in Nevada in October, 1988, under the name Extant Investments, Inc. In 1991, the Company merged with and changed its name to Sentinel Scientific, Inc. From 1991 to 1993, the Company was involved with research and development of biomedical technologies, but ceased active operations due to lack of operating capital. In August, 1993, the Company merged with A.F.C. Entertainment, Inc. (“A.F.C.”), a Barbados corporation, which was involved with the foreign film industry. In December, 1993, the Company purchased all of the shares of Film Optical Investments Limited, a corporation organized in the Province of Ontario, Canada (“Film Opticals”) in exchange for 120,000 of its common shares. With the acquisition of Film Opticals, the Company had been engaged in the business of providing a full range of motion picture printing services and creative titles, credits and optical effects for features, commercials, theatrical and television programs. The foreign film library, acquired with the merger of A.F.C., remained intact, but funding constraints curtailed the Company’s ability to develop and market this business. Because of these constraints, the board of directors elected on December 8, 2004, to sell Film Opticals. On August 6, 2013, the Company changed its name to Medican Enterprises, Inc. to more accurately reflect its current business operation.

	The Company currently has four subsidiaries through which it operates.

	Medican Systems, Inc. (“Medican Systems”) is a corporation incorporated under the laws of the Territory of the Yukon under incorporation number 535642 on December 30, 2013. The authorized share structure is an unlimited number of common shares without par value, with 100 common shares issued to our company, making Medican Systems our direct wholly-owned subsidiary. The primary focus of Medican Systems is to function as a holding company for Canadian based investments, joint ventures and opportunities.

	Medican (Delta) Systems, Inc. (“Medican Delta”) is a corporation incorporated under the laws of the Province of British Columbia under incorporation number BC0989867 on December 31, 2013 and is a subsidiary of Medican Systems. The authorized share structure is an unlimited number of common shares without par value, with 100 common shares issued to Medican Systems. The primary focus of Medican Delta is to pursue opportunities in the medical marijuana industry in and around the city of Delta in British Columbia, Canada.

	Canaleaf Systems, Inc. (“CanaLeaf”) is a corporation incorporated under laws of Canada under the Canada Business Corporation Act under incorporation number 883348-6 on March 25, 2014 and is also a subsidiary of Medican Systems. The authorized share structure is an unlimited number of common shares. CanaLeaf is our operating subsidiary focused on business opportunities in Canada.

	Medican (US) Systems, Inc. (“Medican US”) is a corporation incorporated under laws of Nevada on September 26, 2014 and is also a subsidiary of Medican Systems. Medican US is our operating subsidiary focused on business opportunities in the United States.

	The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U. S. generally accepted accounting principles. The unaudited condensed consolidated financial statements of the Company include the accounts of Medican Enterprises, Inc. and its direct and indirect subsidiaries. All significant intercompany transactions have been eliminated. The following summarizes the more significant of such policies:

	(b) Statement of Cash Flows

	For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

	(c) Income Taxes

	The Company applies the provisions of Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 740 Income Taxes. The Standard requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no outstanding tax liability. At this time the Company has no deferred taxes arising from temporary differences between income for financial reporting and income tax purposes.

	The Company classifies tax-related penalties and net interest on income taxes as income tax expense. As of June 30, 2014, no income tax expense had been incurred or accrued.


	(d) Fair Value Measurements and Financial Instruments

	ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. 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 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	The carrying value of cash, accounts receivable, investment in a related party, accounts payables, accrued expenses, due to related party, notes payable, and convertible notes approximates their fair values due to their short-term maturities.

	(e) Foreign currency fluctuations and inflationary pressures may have a negative impact on our financial condition and results of operations.

	Our operations in Canada, subject us to foreign currency fluctuations and inflationary pressures which may adversely affect our financial position and results of operations. Since we report our results of operations and financial condition in U.S. dollars, fluctuations in foreign currencies relative to the U.S. dollar may impact our financial results. We do not currently have a hedging program to address foreign currency fluctuations. Any steps taken by us to address foreign currency fluctuations may not eliminate all adverse effects.

	(f) Net Loss per Common Share

	Basic loss per common share is based on the weighted-average number of shares outstanding. Diluted income or loss per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. There are no common stock equivalents outstanding, thus, basic and diluted income or loss per share calculations are the same. All per share calculations reflect the effects of the forward stock split.

	(g) Impairment of Long-Lived Assets

	The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair value for assets to be used and fair value less disposal costs for assets to be disposed of) is expected to be less than the carrying value. Triggering events, which signal further analysis, consist of a significant decrease in the asset’s market value, a substantial change in the use of an asset, a significant physical change in the asset, a significant change in the legal or business climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued losses associated with assets used to generate revenue. The Company has no long-lived assets as of June 30, 2014.

	(h) Use of Estimates in Preparation of Financial Statements

	The preparation of financial statements in conformity with U. S. generally accepted accounting principles (“US GAAP”) 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.

	(i) Revenue Recognition

	The Company shall recognize revenues in accordance with the Securities & Exchange Commission Staff Accounting Bulletin (SAB) number 104, “Revenue Recognition.” SAB 104 clarifies application of U.S. generally accepted accounting principles to revenue transactions. Accordingly the Company shall recognize revenues when earned which shall be as products or services are delivered to customers. The Company shall also record accounts receivable for revenue earned but not yet collected. An allowance for bad debts shall be provided based on estimated losses. For revenue received in advance of service the Company shall record a current liability as deferred revenue until the earnings process is complete.

(j) Impact of New Accounting Standards

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its condensed consolidated financial statements.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.


The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

(l) Stock Based Compensation

Shares were issued to various employees as compensation for services rendered. During the nine months ended September 30, 2014, 110,000 common shares were issued at a value of $185,400.

During the nine months ended September 30, 2014, the Company issued 3,230,000 warrants in connection with the share issuances and subscriptions that occurred during the period. The fair value of these warrants was determined to be $6,643,981. All warrants have a term that extends from the date of issuance through June 30, 2015. Accrual of expenses related to these warrants during the nine months ended September 30, 2014 amounted to $2,911,210. The Company also granted 297,832 warrants in connection with convertible note financing and recorded a derivative liability and corresponding debt discount on the convertible note financing in the amount of $195,927. At September 30, 2014, the fair value of the derivative liability had decreased to $5,445.

Note_2_LiquidityGoing_Concern

Note 2 Liquidity/Going Concern	9 Months Ended
Note 2 Liquidity/Going Concern	Sep. 30, 2014
Notes	'
Note 2 Liquidity/Going Concern	'
	NOTE 2 LIQUIDITY/GOING CONCERN

	The Company has an accumulated deficit of $48,702,671 as of September 30, 2014, and has had negative cash flows from operating activities during the period from reactivation (January 1, 2005) through September 30, 2014 as well as very limited cash resources as of September 30, 2014. The loss was primarily due to the issuance of common stock and warrants for professional services. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to continue to seek to build the foundations of its medical and recreational marijuana businesses, but it may be unable to do for a number of reasons, including the inability to reach final agreements with its partners and the inability to raise sufficient funds to commence and operate its business.

Note_3_Related_Party_Transacti

Note 3 Related Party Transactions And Balances	9 Months Ended
Note 3 Related Party Transactions And Balances	Sep. 30, 2014
Notes	'
Note 3 Related Party Transactions And Balances	'
	NOTE 3 RELATED PARTY TRANSACTIONS AND BALANCES

	On March 1, 2014, a $23,330 note payable was issued to a shareholder in return for cash to meet short-term liquidity needs. The note was repaid along with a previous loan balance of $20,574 when the shareholder elected to convert the note into 175,624 shares of the Company’s common stock at a conversion price of $0.275 per share.

	On May 8, 2014, the Company issued a 12% convertible note in exchange for cash received of $100,000. The Company must pay 12% interest per annum on the unpaid principal balance, and the principal balance is due on November 8, 2014. Upon the maturity date, the note has a cash redemption premium of 130% of the principal amount. The note may be converted to stock of the Company at a conversion price equal to 45% discount to the average of the three lowest trades on the previous ten trading days to the date of conversion. The Company recognized a derivative liability measured at fair value in the amount of $129,359 in connection with the issuance of this convertible note. At the September 30, 2014, the fair value of the derivative liability had decreased to $99,894.

	On September 30, 2014, total balances due to related parties amounted to $164,552. Various loans have been obtained through related parties. These loans constitute the balance of the related party payables as of September 30, 2014. In addition to related party payables, interest is imputed on loans at a 10% non-compounding interest rate.

Note_4_Equity

Note 4 Equity	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 4 Equity	'
	NOTE 4 EQUITY

	On April 23, 2014, the Company filed an Amendment to its Articles of Incorporation with the Nevada Secretary of State increasing its authorized shares to 100,000,000 shares, par value $0.001 per share.

	During the nine months ended September 30, 2014, the Company:

	i.	Issued 1,667,910 common shares for proceeds of $1,055,735 pursuant to private placements.
	ii.	Issued 110,000 common shares valued at $185,290 to officers and employees and recorded stock compensation expense at the market value of shares at the date of issuance.
	iii.	Issued 175,624 common shares to a shareholder pursuant to settlement of notes payable of $43,904 due to the shareholder.
	iv.	Issued to various consultants 9,553,000 common shares valued at $19,239,046, as payment for consulting services. Shares were valued as of their respective issuance dates throughout the period.
	v.	Issued 559,701 common shares valued at $1,341,428 as payment for legal services. Shares were valued as of their respective issuance dates throughout the period.
	vi.	Issued 5,000,000 common shares valued at $14,750,000 as payment for management services. Shares were valued as of their respective issuance dates throughout the period.
	vii.	Issued 3,200,000 common shares valued at $8,250,000 as payment for investor relations services. Shares were valued as of their respective issuance dates throughout the period.

	During the nine months ended September 30, 2014, the Company issued 3,230,000 warrants issued in connection with the share issuances and subscriptions that occurred during the period. The fair value of these warrants was determined to be $6,643,981. All warrants have a term that extends from the date of issuance through June 30, 2015. Accrual of expenses related to these warrants during the nine months ending September 30, 2014 amounted to $2,911,210.

	A summary of the warrants issued as of September 30, 2014 is as follows:

		30-Sep-14
		Number	Weighted Average Exercise Price
	Outstanding at December 31, 2013	-	-
	Issued	5,127,742	0.7
	Exercised	-	-
	Outstanding and exercisable at September 30, 2014	5,127,742	$0.70

Note_5_Cash_and_Cash_Equivalen

Note 5 Cash and Cash Equivalent	9 Months Ended
Note 5 Cash and Cash Equivalent	Sep. 30, 2014
Notes	'
Note 5 Cash and Cash Equivalent	'
	NOTE 5 CASH AND CASH EQUIVALENT

	As of September 30, 2014, total cash balances amounted to $148,818. Of this amount, $42,032 is held in a bank account denominated in Canadian dollars. Because the reporting company reports all balances in US Dollars, transactions over the course of the period which were denominated in Canadian dollars were adjusted as of September 30, 2014 to reflect their value in US Dollars. The effect of this is a foreign currency translation adjustment of $29,841 on the Statement of Operations.

Note_6_Notes_Payable

Note 6 Notes Payable	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 6 Notes Payable	'
	NOTE 6 NOTES PAYABLE

	(a) $115,000 March 31, 2014 Convertible Notes

	On March 31, 2014, the Company issued two convertible notes in the principal amounts of $57,500 each. The notes mature on March 31, 2015, are 8% per annum convertible notes and each includes a 5% original issue discount such that the total proceeds to the Company from issuance of the two notes is $115,000 and the purchase price for each note is $55,000. At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 70% of the average of the 3 lowest closing bid prices for twenty prior trading days. Interest shall be paid by the Company in common stock.
	The Company recorded a derivative liability of $84,506 from the variable conversion pricing of the convertible note and recorded accretion expense of $84,506 relating to the derivative liability from variable conversion pricing during the nine months ended September 30, 2014. At September 30, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $62,601 during the nine months ended September 30, 2014.

	(b) $100,000 May 8, 2014 Convertible Note

	On May 8, 2014, the Company issued a 12% convertible note in exchange for cash received of $100,000. The Company must pay 12% interest per annum on the unpaid principal balance, and the principal balance is due on November 8, 2014. Upon maturity date, the note has a cash redemption premium of 130% of the principal amount. The note may be converted to stock at a conversion price equal to 45% discount to the average of the three lowest trades on the previous ten trading days to the date of conversion.

	The Company recorded a derivative liability of $129,359 from the variable conversion pricing of the convertible note and recorded accretion expense of $101,941 relating to the derivative liability from variable conversion pricing during the nine months ending September 30, 2014. As the amount of derivative liability was in excess of the principal amount of the note, the Company recorded a charge on the statement of operations of $29,359 for the nine months ending September 30, 2014. At September 30, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $29,466 during the nine months ended September 30, 2014.

	(c) $1,105,000 June 4, 2014 Convertible Note

	On June 4, 2014, the Company issued a 10% secured convertible promissory note in the principal amount of $1,105,000. The Company must pay 10% interest per annum on the unpaid principal balance which is due November 4, 2015. The purchase price for the note is $1,000,000, computed as $1,105,000 original principal balance, less the original issue discount (“OID”) of $100,000, less the transaction cost. On the closing date, the investor shall pay the purchase price to the Company by delivering the following at closing:

	a)	The initial cash purchase price of $170,000 and $15,000 of the OID (received)
	b)	Secured investor note #1 in the principal amount of $85,000 and $8,500 of the OID
	c)	Secured investor note #2 in the principal amount of $85,000 and $8,500 of the OID
	d)	Secured investor note #3 in the principal amount of $85,000 and $8,500 of the OID
	e)	Secured investor note #4 in the principal amount of $85,000 and $8,500 of the OID
	f)	Investor note #5 in the principal amount of $85,000 and $8,500 of the OID
	g)	Investor note #6 in the principal amount of $85,000 and $8,500 of the OID
	h)	Investor note #7 in the principal amount of $85,000 and $8,500 of the OID
	i)	Investor note #8 in the principal amount of $85,000 and $8,500 of the OID
	j)	Investor note #9 in the principal amount of $85,000 and $8,500 of the OID
	k)	Investor note #10 in the principal amount of $85,000 and $8,500 of the OID

	The conversion price for each lender conversion shall be $1.65. Lender has the right at any time after the purchase price date to convert all or any part of the outstanding balance into shares of common stock. During the nine months ended September 30, 2014, the Company received the first tranche of $170,000 less transaction cost.

	As the conversion price at the date of issuance of the note was less than the Company’s market trading price of $2.04 on June 4, 2014, the Company recorded a beneficial conversion feature of $41,212 against additional paid-in capital and recorded accretion expense of $11,435 for the nine months ended September 30, 2014.

	(d) $1,500,000 June 25, 2014 Convertible Note

	On June 25, 2014, the Company entered into a Securities Purchase Agreement (the “Agreement”) with a single accredited investor (the “Investor”) in a private placement pursuant to which the Investor purchased a 5% Convertible Note with a face amount of $1,500,000 for a purchase price of $1,000,000 (the “Note”). The Note bears interest at a rate of 5% per annum and is payable one year after the date of the issuance. The Company may pay interest due either in cash or, at its option, through freely tradable stock. The Note will be convertible at the option of the Investor at any time into shares of the Company’s common stock at a conversion price equal to the less of (i) $1.90 and (ii) 70% (60% in the event of default) of the average of the two lowest volume-weighted-average-price of the Common Stock during the 12 consecutive trading days immediately preceding the applicable conversion date. All or part of the then remaining principal amount of the Note may be prepaid at any time at a price equal to 125% of the sum of the remaining principal amount of the Note to be prepaid plus all accrued and unpaid interest thereon. The principal amount of the Note will be reduced by $500,000 if the shares of Common Stock underlying the Note are registered for public resale pursuant to an effective registration statement by August 24, 2014. As at September 30, 2014, the carrying amount of this Convertible Note is $381,535, net of a $500,000 original issuer discount.

	In connection with the Agreement, the Investor received a warrant to purchase 297,832 shares of common stock, exercisable for a period of 5 years from the date of issuance at exercise price of $2.15, subject to adjustment. If a registration statement is not effective for the resale by the Holder of all of the Warrant Shares, the Investor may exercise the warrant on a “cashless” basis. The conversion price of the Note and the exercise price of the Warrant are subject to “full ratchet” anti-dilution adjustment for subsequent lower price issuances by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. During the nine months ended September 30, 2014, the Company recorded $195,927 as a derivative liability on the issuance of these warrants. At September 30, 2014, the derivative liability from the issuance of warrants was revalued, resulting in a gain on revaluation of derivative liability of $190,482. During the nine months ended September 30, 2014, the Company recorded accretion expense of $52,068 on the derivative liability of these warrants.

	The Company recorded a derivative liability of $1,164,745 from the variable conversion pricing of the convertible note and recorded accretion expense of $309,535 relating to the derivative liability from variable conversion pricing during the nine months ended September 30, 2014. As the amount of derivative liability was in excess of the principal amount of the note, the Company recorded a charge on the profit and loss of $360,672 for the nine months ending September 30, 2014. At September 30, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $208,714.

	(e) $83,500 September 1, 2014 Convertible Note

	On September 1, 2014, the Company issued a convertible note in the principal amount of $83,500. The note matures on June 1, 2015 and bears 8% interest per annum. At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 58% of the average of the 3 lowest closing bid prices for ten prior trading days.

	The Company recorded a derivative liability of $88,467 from the variable conversion pricing of the convertible note and recorded accretion expense of $9,398 relating to the derivative liability from variable conversion pricing during the nine months ended September 30, 2014. As the amount of derivative liability was in excess of the principal amount of the note, the Company recorded a charge on the profit and loss of $4,967 for the nine months ending September 30, 2014. At September 30, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $12,681 during the nine months ended September 30, 2014.

	(f) $82,688 September 12, 2014 Convertible Note

	On September 12, 2014, the Company issued a convertible note in the principal amount of $82,688. The note matures on September 12, 2015 and bears 8% interestper annum. The note contains a 5% original issue discount such that the purchase price is $78,750. At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 70% of the average of the 3 lowest closing bid prices for twenty prior trading days. Interest shall be payable in common stock.

	The Company recorded a derivative liability of $73,597 from the variable conversion pricing of the convertible note and recorded accretion expense of $2,261 relating to the derivative liability from variable conversion pricing during the nine months ended September 30, 2014. At September 30, 2014, the derivative liability from variable conversion pricing was revalued and the Company recorded a gain on revaluation of $19,660 during the nine months ended September 30, 2014.

Note_7_Subscription_Agreement

Note 7 Subscription Agreement	9 Months Ended
	Sep. 30, 2014
Notes	'
Note 7 Subscription Agreement	'
	NOTE 7 SUBSCRIPTION AGREEMENT

	Under the Amendment to the Subscription Agreement that was entered into on April 29, 2014, the Company has agreed to subscribe to up to 50% interest in International Herbs Medical Marijuana Ltd. (“IHMML”), a company that is applying to obtain licensed producer status from Health Canada, according to the following schedule and in the following amounts:

	(a)	8,000,000 Shares will be purchased on May 31, 2014 in consideration for payment of CAD$10,000,000 (not paid);

	(b)	a further 4,800,000 Shares will be purchased on June 30, 2014 in consideration for payment of CAD$6,000,000 (not paid);

	(c)	a further 8,800,000 Shares will be purchased on July 31, 2014 in consideration for payment of CAD$11,000,000 (not paid);

	(d)	a further 2,400,000 Shares will be purchased on August 31, 2014 in consideration for payment of CAD$3,000,000 (not paid);

	(e)	a further 8,000,000 Shares will be purchased on September 30, 2014 in consideration for payment of CAD$10,000,000 (not paid); and

	(f)	October 31, 2014 in consideration for payment of CAD$7,000,000 (not paid).

	On July 25, 2014, the Company and CanaLeaf entered into a non-binding letter of intent seeking to amend the Subscription Agreement and restructure its proposed ownership interest in IHMML. In September 2014, the Company announced that due to structuring and regulatory issues, the prospects for consummating this restructuring are uncertain and that although the Company will continue to monitor this situation, the Company was turning to focus on other potential opportunities. As such, no assurances can be given that the transactions described in such non-binding letter of intent will be effectuated.

Note_8_Subsequent_Event

Note 8 Subsequent Event	9 Months Ended
Note 8 Subsequent Event	Sep. 30, 2014
Notes	'
Note 8 Subsequent Event	'
	NOTE 8 SUBSEQUENT EVENT

	On October 21, 2014, the Company entered into a binding letter of intent to acquire Future Harvest Development Ltd. (“Future Harvest”), a Canadian manufacturing company in the home and garden, indoor growing, and hydroponic sector. Under the terms of the letter of intent, the Company will acquire 70% interest in Future Harvest, with an option to acquire the remaining 30%, for approximately $5 million in a combination of cash and common stock. The acquisition is subject to the preparation and execution of definitive documentation and an audit of Future Harvest.

	On October 23, 2014, the back-end note entered into on March 31, 2014, with a face value of $57,500 was funded and the Company received the funds on that date. The Company issued two convertible notes in the principal amounts of $57,500 each. The note matures on March 31, 2015, are 8% per annum convertible notes and each includes a 5% original issue discount such that the total proceeds to the Company from issuance of the note is $55,000 and the purchase price for each note is $55,000. At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 70% of the average of the 3 lowest closing bid prices for twenty prior trading days. Interest shall be paid by the Company in common stock.

	On November 3, 2014, Adar Bays, LLC elected to convert $5,000 in convertible debt principal and interest into 21,008 shares of common stock with an aggregate fair value of $7,143, valued at $0.34 per share based on the quoted market price of shares at the time of issuance.

Note_1_Organization_and_Summar1

Note 1 Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2014
Policies	'
(b) Statement of Cash Flows	'
	(b) Statement of Cash Flows

	For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
(c) Income Taxes	'
	(c) Income Taxes

	The Company applies the provisions of Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 740 Income Taxes. The Standard requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no outstanding tax liability. At this time the Company has no deferred taxes arising from temporary differences between income for financial reporting and income tax purposes.

	The Company classifies tax-related penalties and net interest on income taxes as income tax expense. As of June 30, 2014, no income tax expense had been incurred or accrued.
(d) Fair Value Measurements and Financial Instruments	'
	(d) Fair Value Measurements and Financial Instruments

	ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. 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 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	The carrying value of cash, accounts receivable, investment in a related party, accounts payables, accrued expenses, due to related party, notes payable, and convertible notes approximates their fair values due to their short-term maturities.

(e) Foreign Currency	'
	(e) Foreign currency fluctuations and inflationary pressures may have a negative impact on our financial condition and results of operations.

	Our operations in Canada, subject us to foreign currency fluctuations and inflationary pressures which may adversely affect our financial position and results of operations. Since we report our results of operations and financial condition in U.S. dollars, fluctuations in foreign currencies relative to the U.S. dollar may impact our financial results. We do not currently have a hedging program to address foreign currency fluctuations. Any steps taken by us to address foreign currency fluctuations may not eliminate all adverse effects.
(f) Net Loss Per Common Share	'
	(f) Net Loss per Common Share

	Basic loss per common share is based on the weighted-average number of shares outstanding. Diluted income or loss per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. There are no common stock equivalents outstanding, thus, basic and diluted income or loss per share calculations are the same. All per share calculations reflect the effects of the forward stock split.
(g) Impairment of Long-lived Assets	'
	(g) Impairment of Long-Lived Assets

	The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair value for assets to be used and fair value less disposal costs for assets to be disposed of) is expected to be less than the carrying value. Triggering events, which signal further analysis, consist of a significant decrease in the asset’s market value, a substantial change in the use of an asset, a significant physical change in the asset, a significant change in the legal or business climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued losses associated with assets used to generate revenue. The Company has no long-lived assets as of June 30, 2014.
(h) Use of Estimates in Preparation of Financial Statements	'
	(h) Use of Estimates in Preparation of Financial Statements

	The preparation of financial statements in conformity with U. S. generally accepted accounting principles (“US GAAP”) 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.
(i) Revenue Recognition	'
	(i) Revenue Recognition

	The Company shall recognize revenues in accordance with the Securities & Exchange Commission Staff Accounting Bulletin (SAB) number 104, “Revenue Recognition.” SAB 104 clarifies application of U.S. generally accepted accounting principles to revenue transactions. Accordingly the Company shall recognize revenues when earned which shall be as products or services are delivered to customers. The Company shall also record accounts receivable for revenue earned but not yet collected. An allowance for bad debts shall be provided based on estimated losses. For revenue received in advance of service the Company shall record a current liability as deferred revenue until the earnings process is complete.
(j) Impact of New Accounting Standards	'
	(j) Impact of New Accounting Standards

	The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its condensed consolidated financial statements.

	In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.


	The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
(l) Stock Based Compensation	'
	(l) Stock Based Compensation

	Shares were issued to various employees as compensation for services rendered. During the nine months ended September 30, 2014, 110,000 common shares were issued at a value of $185,400.

	During the nine months ended September 30, 2014, the Company issued 3,230,000 warrants in connection with the share issuances and subscriptions that occurred during the period. The fair value of these warrants was determined to be $6,643,981. All warrants have a term that extends from the date of issuance through June 30, 2015. Accrual of expenses related to these warrants during the nine months ended September 30, 2014 amounted to $2,911,210. The Company also granted 297,832 warrants in connection with convertible note financing and recorded a derivative liability and corresponding debt discount on the convertible note financing in the amount of $195,927. At September 30, 2014, the fair value of the derivative liability had decreased to $5,445.

Note_1_Organization_and_Summar2

Note 1 Organization and Summary of Significant Accounting Policies (Details) (USD $)	1 Months Ended			9 Months Ended
	Dec. 31, 1993	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014
	Dec. 31, 1993	Sep. 30, 2014	Dec. 31, 2013	Medican Systems	Medican (Delta)	Canaleaf Systems	Medican (US) Systems, Inc.	Film Optical Investments Limited
Common Stock Shares Issued in Exchange for Purchases of shares of Film Opticals	120,000	'	'	'	'	'	'	'
Entity Information, Date to Change Former Legal or Registered Name	'	'	'	'	'	'	'	6-Aug-13
Entity Incorporation, Date of Incorporation	'	'	'	30-Dec-13	31-Dec-13	25-Mar-14	26-Sep-14	'
Common Stock, par or stated value	'	$0.00	$0.00	$0	$0	'	'	'
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions	'	'	'	100	100	'	'	'

Note_1_Organization_and_Summar3

Note 1 Organization and Summary of Significant Accounting Policies: (c) Income Taxes (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
Details	'
Income Tax Expense	$0

Note_1_Organization_and_Summar4

Note 1 Organization and Summary of Significant Accounting Policies: (f) Net Loss Per Common Share (Details)	9 Months Ended
	Sep. 30, 2014
Details	'
Weighted Average Number Diluted Shares Outstanding Adjustment	0

Note_1_Organization_and_Summar5

Note 1 Organization and Summary of Significant Accounting Policies: (l) Stock Based Compensation (Details) (USD $)	9 Months Ended
	Sep. 30, 2014
$1,500,000 June 25, 2014 Convertible Note	'
Derivative Liability	$1,164,745
Common Stock \| Various Employees	'
Stock Issued During Period, Shares, Issued for Services	110,000
Stock Issued During Period, Value, Issued for Services	185,400
Warrant	'
Allocated Share-based Compensation Expense	2,911,210
Warrant \| $1,500,000 June 25, 2014 Convertible Note	'
Warrants, Issued	297,832
Derivative Liability	195,927
Derivative Liability, Fair Value	5,445
Warrant \| Subscriptions	'
Warrants, Issued	3,230,000
Fair Value of Warrants	$6,643,981

Note_2_LiquidityGoing_Concern_

Note 2 Liquidity/Going Concern (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Details	'	'
Accumulated deficit	($48,702,671)	($1,094,467)

Note_3_Related_Party_Transacti1

Note 3 Related Party Transactions And Balances (Details) (USD $)	Sep. 30, 2014	Sep. 30, 2014	8-May-14	Sep. 30, 2014	Mar. 01, 2014	Sep. 30, 2014	Mar. 01, 2014
		$100,000 May 8, 2014 Convertible Note	$100,000 May 8, 2014 Convertible Note	Loans	Investor	Investor	Investor
					12% convertible note	12% convertible note	12% convertible note
						Common Stock	Common Stock
Debt Instrument, Face Amount	'	'	$100,000	'	$23,330	'	'
Loan balance	'	'	'	'	20,574	'	'
Debt Conversion, Converted Instrument, Shares Issued	'	'	'	'	'	175,624	'
Conversion price	'	'	'	'	'	'	$0.28
Debt Instrument, Interest Rate, Stated Percentage	'	'	12.00%	10.00%	'	'	'
Maturity Date	'	8-Nov-14	'	'	'	'	'
Cash Redemption Premium	'	130.00%	'	'	'	'	'
Derivative Liability	'	99,894	129,359	'	'	'	'
Due to Related Parties	$164,552	'	'	'	'	'	'

Note_4_Equity_Details

Note 4 Equity (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014
			12% convertible note	Common Stock	Common Stock	Common Stock	Common Stock	Common Stock	Common Stock	Warrant	Warrant
					Officers and Employees	Consulting Services	Legal Services	Management Services	Investor Relations Services		Subscriptions
Common Stock, shares authorized	100,000,000	100,000,000	'	'	'	'	'	'	'	'	'
Common Stock, par or stated value	$0.00	$0.00	'	'	'	'	'	'	'	'	'
Stock issued pursuant to private placements, shares	'	'	'	1,667,910	'	'	'	'	'	'	'
Stock issued pursuant to private placements, value	'	'	'	$1,055,735	'	'	'	'	'	'	'
Stock Issued During Period, Shares, Issued for Services	'	'	'	'	110,000	9,553,000	559,701	5,000,000	3,200,000	'	'
Stock Issued During Period, Value, Issued for Services	'	'	'	'	185,290	19,239,046	1,341,428	14,750,000	8,250,000	'	'
Stock issued pursuant to settlement of notes payable, shares	'	'	'	175,624	'	'	'	'	'	'	'
Stock issued pursuant to settlement of notes payable, value	'	'	'	43,904	'	'	'	'	'	'	'
Warrants, Issued	'	'	'	'	'	'	'	'	'	'	3,230,000
Fair Value of Warrants	'	'	'	'	'	'	'	'	'	'	6,643,981
Investment Warrants Expiration Date	'	'	30-Jun-15	'	'	'	'	'	'	'	'
Allocated Share-based Compensation Expense	'	'	'	'	'	'	'	'	'	$2,911,210	'
Outstanding	'	'	'	'	'	'	'	'	'	0	'
Issued	'	'	'	'	'	'	'	'	'	5,127,742	'
Issued, Weighted Average Exercise Price	'	'	'	'	'	'	'	'	'	$0.70	'
Exercised	'	'	'	'	'	'	'	'	'	0	'
Exercised, Weighted Average Exercise Price	'	'	'	'	'	'	'	'	'	$0	'
Outstanding	'	'	'	'	'	'	'	'	'	5,127,742	'
Outstanding, Weighted Average Exercise Price	'	'	'	'	'	'	'	'	'	$0.70	'

Note_5_Cash_and_Cash_Equivalen1

Note 5 Cash and Cash Equivalent (Details) (USD $)	9 Months Ended
Note 5 Cash and Cash Equivalent (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Total Cash Balances	$148,818	'	'
Foreign Currency Transaction Adjustment	-29,841	'	'
Canada, Dollars	'	'	'
Total Cash Balances	$42,032	'	'

Note_6_Notes_Payable_Details

Note 6 Notes Payable (Details) (USD $)

3 Months Ended

9 Months Ended

Sep. 30, 2014

Jun. 04, 2014

Sep. 30, 2014

Mar. 31, 2014

Sep. 30, 2014

8-May-14

Sep. 30, 2014

Jun. 04, 2014

Sep. 30, 2014

Jun. 25, 2014

Sep. 30, 2014

Sep. 01, 2014

Sep. 30, 2014

Sep. 12, 2014

$115,000 March 31, 2014 Convertible Notes

$100,000 May 8, 2014 Convertible Note

$1,105,000 June 4, 2014 Convertible Note

Initial Cash Purchase Price

Secured investor note #1

Secured investor note #2

Secured investor note #3

Secured investor note #4

Investor note #5

Investor note #6

Investor note #7

Investor note #8

Investor note #9

Investor note #10

$1,500,000 June 25, 2014 Convertible Note

$83,500 September 1, 2014 Convertible Note

$82,688 September 12, 2014 Convertible Note

Warrant

Debt Instrument, Face Amount

$115,000

$100,000

$1,105,000

$170,000

$85,000

$1,500,000

$83,500

$82,688

Debt Instrument, Maturity Date

31-Mar-15

8-Nov-14

4-Nov-15

1-Jun-15

12-Sep-15

Debt Instrument, Interest Rate, Stated Percentage

8.00%

12.00%

10.00%

5.00%

8.00%

Original Issue Discount, Percentage

5.00%

Proceeds from Convertible Notes

1,515,000

115,000

170,000

Debt Instrument, Purchase Price

55,000

1,000,000

78,750

Debt Instrument, Convertible, Terms of Conversion Feature

'At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 70% of the average of the 3 lowest closing bid prices for twenty prior trading days. Interest shall be paid by the Company in common stock.

'The note may be converted to stock at a conversion price equal to 45% discount to the average of the three lowest trades on the previous ten trading days to the date of conversion

'The Note will be convertible at the option of the Investor at any time into shares of the Company’s common stock at a conversion price equal to the less of (i) $1.90 and (ii) 70% (60% in the event of default) of the average of the two lowest volume-weighted-average-price of the Common Stock during the 12 consecutive trading days immediately preceding the applicable conversion date

Derivative Liability

84,506

99,894

129,359

1,164,745

195,927

88,467

73,597

Accretion expense

602,889

84,506

101,941

11,435

309,535

52,068

9,398

2,261

Gain (loss) on revaluation of derivative liability

753,234

523,602

62,601

29,466

208,714

190,482

12,681

19,660

Cash Redemption Premium

130.00%

Loss on excess derivative liability over note principal

-4,967

-394,998

29,359

360,672

4,967

Original issue discount

100,000

15,000

8,500

500,000

Original issue discount

100,000

15,000

8,500

500,000

Conversion price for each lender conversion

$1.65

Market trading price

$2.04

Beneficial Conversion Feature

41,212

Debt Instrument, Redemption, Description

'All or part of the then remaining principal amount of the Note may be prepaid at any time at a price equal to 125% of the sum of the remaining principal amount of the Note to be prepaid plus all accrued and unpaid interest thereon.

Debt Instrument, Description

'The principal amount of the Note will be reduced by $500,000 if the shares of Common Stock underlying the Note are registered for public resale pursuant to an effective registration statement by August 24, 2014

Carrying amount

$381,535

Warrants, Issued

297,832

Exercise Price

$2.15

Debt Conversion, Description

'At the option of the holder after 180 days, all or any amount of the principal of the note then outstanding may be converted into shares of the Company’s common stock. The conversion price for each share is 58% of the average of the 3 lowest closing bid prices for ten prior trading days.

'The conversion price for each share is 70% of the average of the 3 lowest closing bid prices for twenty prior trading days. Interest shall be payable in common stock

Note_7_Subscription_Agreement_

Note 7 Subscription Agreement (Details) (USD $)	9 Months Ended
Note 7 Subscription Agreement (Details) (USD $)	Sep. 30, 2014
Voting interest to be purchased	50.00%
31-May-14	'
Common Stock, Shares Subscribed but Unissued	8,000,000
May 31, 2014 \| Canada, Dollars	'
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	10,000,000
30-Jun-14	'
Common Stock, Shares Subscribed but Unissued	4,800,000
June 30, 2014 \| Canada, Dollars	'
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	6,000,000
31-Jul-14	'
Common Stock, Shares Subscribed but Unissued	8,800,000
July 31, 2014 \| Canada, Dollars	'
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	11,000,000
31-Aug-14	'
Common Stock, Shares Subscribed but Unissued	2,400,000
August 31, 2014 \| Canada, Dollars	'
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	3,000,000
30-Sep-14	'
Common Stock, Shares Subscribed but Unissued	8,000,000
September 30, 2014 \| Canada, Dollars	'
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	10,000,000
October 31, 2014 \| Canada, Dollars	'
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable	7,000,000

Note_8_Subsequent_Event_Detail

Note 8 Subsequent Event (Details) (USD $)	9 Months Ended
Note 8 Subsequent Event (Details) (USD $)	Sep. 30, 2014	Oct. 23, 2014
Notes payable	$87,755	'
Subsequent Event	'	'
Ownership percent, to be acquired	70.00%	'
Option to purchase remaining ownership, percent	30.00%	'
Entity purchase price	5,000,000	'
Debt Instrument, Face Amount	'	57,500
Debt Instrument, Maturity Date	31-Mar-15	'
Debt Instrument, Interest Rate, Stated Percentage	8.00%	'
Original Issue Discount, Percentage	5.00%	'
Notes payable	55,000	'
Debt Instrument, Purchase Price	55,000	'
Debt Instrument, Convertible, Terms of Conversion Feature	'The conversion price for each share is 70% of the average of the 3 lowest closing bid prices for twenty prior trading days.	'
Debt Conversion, Original Debt, Amount	5,000	'
Convertible Debt, Fair Value Disclosures	$7,143	'
Subsequent Event \| Common Stock	'	'
Debt Conversion, Converted Instrument, Shares Issued	21,008	'
Conversion price for each lender conversion	$0.34	'