UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q/A
(Amendment no. 1)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended June 30, 2015

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

              For the transition period from ________ to _________

Commission file number: 001-33968
 
PEER TO PEER NETWORK

Nevada
45-4928294
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)

2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722
(Address of principal executive offices, including zip code)

(702) 608-7360
(Issuer's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange  Act during the past 12 months (or for such shorter period that the registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-5 (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the Securities and Exchange Commission on December 11, 2015 (the "Form 10-Q"), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
PART II--OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit
Number    Description
------                  -----------

31*        Certification of Principal  Executive  Officer and Principal  Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*      Certification of Principal  Executive  Officer and Principal  Financial Officer  pursuant to 18 U.S.C.  Section  1350,  as Adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101        Interactive data files pursuant to Rule 405 of Regulation S-T.

* previously filed

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
PEER TO PEER NETWORK
  
       
       
Date: December 14, 2015           
By:
/s/Christopher Esposito
  
   
Christopher Esposito
  
   
Chief Executive Officer
  
   
(Principal Executive and Financial Officer)

                                         


v3.3.1.900
Document and Entity Information - shares
 9 Months Ended
Jun. 30, 2015
Dec. 10, 2015
Document And Entity Information [Abstract]    
Entity Registrant Name Peer to Peer Network  
Entity Central Index Key 0001421981  
Entity Trading Symbol ptop  
Current Fiscal Year End Date --09-30  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   225,722,836
Document Type 10-Q  
Document Period End Date Jun. 30, 2015  
Amendment Flag false  
Document Fiscal Year Focus 2015  
Document Fiscal Period Focus Q3  


v3.3.1.900
CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($)
Jun. 30, 2015
Sep. 30, 2014
Current assets    
Cash   $ 2,644
Accounts receivable $ 153 125
Equity securities available for sale 1 229
Total current assets 154 2,998
Investment in securities, at cost   70,000
Intangible assets    
Software development costs, net of $78,643 and $57,300 of accumulated amortization, respectively 5,792 27,136
Total Assets 5,946 100,134
Current Liabilities    
Accounts payable and accrued liabilities 142,591 88,087
Accrued salaries to an officer 58,019 11,250
Derivative liability 185,054  
Convertible notes payable, net of discount of $22,808 and $18,504, respectively 18,845 34,496
Total current liabilities 404,509 133,833
Convertible debt related parties, net of discount of $121,834 and $-0-, respectively 128,166  
Total Liabilities 532,675 133,833
STOCKHOLDERS' DEFICIT    
Common stock; 750,000,000 shares authorized at $0.001 par value; 210,339,352 and 88,977,543 issued and outstanding at June 30, 2015 and September 30, 2014, respectively 210,340 88,978
Common stock payable   171,000
Additional paid-in capital 950,732 1,001,212
Accumulated other comprehensive loss (859) (631)
Accumulated deficit (1,686,942) (1,294,258)
Total stockholders' deficit (526,729) (33,699)
Total liabilities and stockholders' deficit $ 5,946 $ 100,134


v3.3.1.900
CONSOLIDATED CONDENSED BALANCE SHEETS (Parentheticals) - USD ($)
Jun. 30, 2015
Sep. 30, 2014
Statement of Financial Position [Abstract]    
Accumulated amortization on software development costs (in dollars) $ 78,643 $ 57,300
Discount on convertible notes payable, current (in dollars) 22,808 18,504
Discount on convertible notes payable, Non-current (in dollars) $ 121,834 $ 0
Common stock, shares authorized 750,000,000 750,000,000
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares issued 210,339,352 88,977,543
Common stock, shares outstanding 210,339,352 88,977,543


v3.3.1.900
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Income Statement [Abstract]        
REVENUE   $ 24 $ 81 $ 1,735
OPERATING EXPENSES        
Payroll expenses $ 51,511 36,212 125,630 110,331
Depreciation and amortization 7,114 7,114 21,343 21,343
General and administrative 4,240 6,161 11,032 24,151
Consulting fees 22,250 16,250 67,710 51,620
Legal and professional 5,120 3,430 28,970 28,840
Total Operating Expenses 90,235 69,167 254,685 236,285
NET LOSS FROM OPERATIONS (90,235) (69,143) (254,604) (234,550)
OTHER EXPENSE        
Asset impairment     73,000  
Derivative expense 37,143   37,143  
Interest expense (14,610) 21,430 27,937 28,618
TOTAL OTHER EXPENSE 22,533 21,430 138,080 28,618
NET LOSS BEFORE INCOME TAXES $ (112,768) $ (90,573) $ (392,684) $ (263,168)
PROVISION FOR INCOME TAX
NET LOSS $ (112,768) $ (90,573) $ (392,684) $ (263,168)
OTHER COMPREHENSIVE LOSS        
Unrealized losses on equity investments 1   228  
COMPREHENSIVE LOSS $ (112,769) $ (90,573) $ (392,912) $ (263,168)
BASIC AND DILUTED (LOSS) PER COMMON SHARE (in dollars per share) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES (Basic and Diluted) (in shares) 162,471,994 84,977,543 116,838,087 84,958,569


v3.3.1.900
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)
 9 Months Ended
Jun. 30, 2015
Jun. 30, 2014
OPERATING ACTIVITIES    
Net loss $ (392,684) $ (263,168)
Adjustments to reconcile net loss from operations:    
Amortization expense 21,344 21,343
Common stock issued for services 107,536 2,870
Amortization of debt discount 21,773 24,879
Expenses paid by convertible note holders 25,000 18,000
Derivative expense 37,143  
Asset impairment 73,000  
Change in operating assets and liabilities:    
Increase in accounts receivable (28) (75)
Increase in accounts payable to a related party 46,769  
Increase in accrued interest 2,700 3,572
Increase in accounts payable and accrued liabilities 51,803 45,953
Net cash used in operating activities (5,644) (146,626)
INVESTING ACTIVITIES    
Investment in securities, at cost (3,000)  
Net cash used in investing activities (3,000)  
FINANCING ACTIVITIES    
Proceeds from stock subscriptions payable 6,000  
Proceeds from convertible notes payable   88,000
Net cash provided by financing activities 6,000 88,000
NET CHANGE IN CASH AND CASH EQUIVALENTS (2,644) (58,626)
CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD $ 2,644 75,393
CASH AND CASH EQUIVALENTS -END OF PERIOD   $ 16,767
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
Cash paid for interest
Cash paid for taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Common stock issued in exchange for convertible note payable $ 36,347  
Beneficial conversion feature   $ 72,264
Common stock issued for subscriptions payable 177,000  
Debt discount for derivative liability on convertible notes 147,911  
Convertible note issued for license agreement with related party $ 250,000  


v3.3.1.900
ORGANIZATION AND DESCRIPTION OF BUSINESS
 9 Months Ended
Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Peer to Peer Network (OTC:PTOP) hereinafter, (“the Company”) was incorporated in the State of Nevada on May 9, 2007 under the name “Web Wizard, Inc.”. On February 17, 2012 the Company’s board passed a motion to change the corporate name to “Psychic Friends Network, Inc.” pursuant to an asset purchase agreement executed on January 27, 2012. As part of this agreement, all of the assets of PFN Holdings were purchased. These assets are an integral part of the Company’s business development and ultimately the realization of the Company’s anticipated cash flows. On September 8, 2014 the Company’s board passed a motion to change the corporate name to “Peer to Peer Network”.
 
The Company is in the business of providing daily horoscopes and live psychic advice by telephone, internet or our soon to be released mobile application. Our website is www.psychicfriendsnetwork.com. First time customers will be offered promotions and are able to choose their psychic friend by specialties. They also are able to establish an ongoing relationship with their advisor, or they can choose to try someone new the next time they call. We will strive to stay on the cutting edge of technology in an effort to deliver our content. Currently this includes Facebook applications, and twitter pages, that reward our customers with free credits towards readings for sharing, liking or tweeting about PTOP. We will also be giving all of our psychics their own website, to find new customers.
 
Basis of Presentation
 
The Company has not generated significant revenues from operations. There is no bankruptcy, receivership, or similar proceedings against our company.
 
The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for annual financial information.
 
Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the periods ended June 30, 2015 and 2014 are not necessarily indicative of results for the full fiscal years. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 2014.
 
Going Concern
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. Furthermore, as of June 30, 2015, the Company has accumulated losses from inception (May 9, 2007) of $1,686,942. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities which may be necessary should the Company be unable to continue as a going concern. Management believes that the Company will need to obtain additional funding by borrowing funds from its directors and officers, or a private placement of common stock through various sales and public offerings.
 
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.
 
Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements involves the use of estimates, which have been made using judgment. Actual results may vary from these estimates. 
 
The financial statements have, in management's opinion, been prepared within the framework of the significant accounting policies summarized below:


v3.3.1.900
SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Jun. 30, 2015
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
 
Cash and Cash Equivalents
 
The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Accounts Receivable
 
Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.  The Company evaluates receivables on a regular basis for potential reserve.
 
Fair Value of Financial Instruments
 
The fair value of the Company's financial instruments, consisting of cash and accounts payable and accrued liabilities, is equal to fair value due to their short-term to maturity. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
 
Revenue Recognition
 
The Company recognizes revenue on an accrual basis. The Company generally earns revenue through the online sale of service minutes. These purchases obligate the Company to arrange a telephonic conversation with a designated service provider of the customers choosing. The Company remits a portion of the fee to the service provider and retains the balance. At the time of sale, the formal arrangements are made and the Company has fulfilled its obligation. Furthermore, the Company’s portions of any fees collected are non-refundable. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured. For the nine months ended June 30, 2015 and 2014, the Company recognized revenues of $81 and $1,735, respectively for which each of the four aforementioned criteria were satisfied.
 
Per Share Data
 
In accordance with "ASC 260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2015 and 2014, the Company had 188,698,889 and -0- stock equivalents that were anti-dilutive and excluded in the loss per share computation, respectively.
 
Stock-Based Compensation
 
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company records the value for options granted over the vesting period of the options granted. Accordingly, the Company did not recognized expenses during the nine months ended June 30, 2015 and 2014, respectively (see Note 8).
 
Investment in Securities
 
The cost of the Company's cost-method investment consist of an investment in a company with which a merger is contemplated (see subsequent events footnote Note 7) that totaled $73,000 and $70,000 at June 30, 2015 and September 30, 2014, respectively. During the period ended June 30, 2015, the Company invested an additional $3,000 in the cost method investment for a total of $73,000.  As the Company owned less than 20% of that company's stock as of June 30, 2015 and September 30, 2014, and no significant influence or control exists, the investment is accounted for using the cost method.  The Company evaluated the investment for impairment.  On March 6, 2015 the agreement between 321Lend and the Company was canceled and the value of the ownership in 321Lend was deemed to be worthless by management. Accordingly, an impairment expense of $73,000 was realized during the nine months ended June 30, 2015.
 
Software Development Costs
 
The Company capitalizes its costs to develop its website and when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the website will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades.
 
The Company capitalized website costs of $-0- and $-0- during the nine months ended June 30, 2015 and 2014, respectively. The Company’s capitalized website amortization is included in depreciation and amortization in the Company’s consolidated statements of operations, and totaled $21,343 and $21,343 for the nine months ended June 30, 2015 and 2014, respectively.
 
Advertising Costs
 
Advertising costs are to be expensed as incurred in accordance to Company policy; for the nine ended June 30, 2015 and 2014, advertising expenses totaled $861 and $2,661, respectively.
 
Recent Accounting Pronouncements
 
Management has evaluated all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.


v3.3.1.900
INTANGIBLE ASSET
 9 Months Ended
Jun. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSET
NOTE 3 – INTANGIBLE ASSET
 
The following table presents the detail of other intangible assets for the periods presented:
 
   
Gross Carrying
Amount
    
Accumulated
Amortization
    
Net Carrying
Amount
  
Weighted-Average
Remaining Life
June 30, 2015:
                    
Capitalized software development costs
  
$
84,435
    
$
(78,643
)
  
$
5,792
  
0.21 years
                                  
Total
  
$
84,435
    
$
(78,643
)
  
$
5,792
  
0.21 years
 


v3.3.1.900
SECURITIES AVAILABLE FOR SALE
 9 Months Ended
Jun. 30, 2015
Available-for-sale Securities [Abstract]  
SECURITIES AVAILABLE FOR SALE
NOTE 4 – SECURITIES AVAILABLE FOR SALE
 
During the year ended September 30, 2014 the Company purchased equity securities that are being held for sale in Telecorp, Inc. (TLNF.pk). Below is a table summarizing the activity in TLNF:
 
For the nine months ended June 30, 2015
  
Shares
    
Amount
    
Gain (Loss)
  
Shares held, September 30, 2014
    
9,143
    
$
229
    
$
-
  
Unrealized loss, June 30, 2015
            
(228
)
    
(228
)
Balance, June 30, 2015
    
9,143
    
$
1
    
$
(228
)
 


v3.3.1.900
CONVERTIBLE NOTES PAYABLE
 9 Months Ended
Jun. 30, 2015
Convertible Note Payable Abstract  
CONVERTIBLE NOTES PAYABLE
NOTE 5 – CONVERTIBLE NOTES PAYABLE
 
On May 8, 2014 the Company entered into a $53,000 Convertible Promissory Note with an unrelated third party finance company to fund operating expenses in the form of $53,000 in cash. The Note shall accrued interest at 8% per annum with a 22% default rate and matured on February 12, 2015. The holder has the right to convert into common stock 180 days after issuance at a variable rate of 58% of the market price as defined in the debenture document. Upon default, the Note will be convertible at par or $0.001 per share. Accordingly, there has been beneficial conversion feature discount of $38,379 calculated on this note. As of June 30, 2015, the entire debt discount has been recorded as interest expense leaving a remainder of $-0-. As of June 30, 2015 there was a total of $5,746 in accrued interest assessed on this note of which $2,700 was expensed during the nine months ended June 30, 2015. During the nine months ended June 30, 2015, the note holder exercised their conversion rights and converted $36,347 of the note payable into 28,949,309 shares of common stock (see Note 8). As part of this transaction the proportional remaining debt discount of $2,069 related to this conversion was expensed.
 
On May 29, 2015 a third party paid Company expenses forming a convertible note payable of $22,000. The note has an original issue discount (OID) of $3,000 (12%) resulting in a face value of $25,000. The note is unsecured due 1 year from the date of issuance. The note is convertible with an anti-dilutive feature into common stock at a discount of 50% of the closing market price of the average 3 lowest days of the preceding 20 trading days. Accordingly, a debt discount of $22,000 has been charged against the note of which $1,929 was expensed during the three months ended June, 30, 2015. Likewise, $263 of the OID was expensed during the same three months. This $22,000 is a partial draw on a $600,000 financing agreement entered into with a third party. All draws pursuant to the financing agreement contain a 12% OID and are convertible at 50% as previously described. The convertibility of the note results in a derivative liability (see Note 6).


v3.3.1.900
DERIVATIVE LIABILITY
 9 Months Ended
Jun. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE LIABILITY
NOTE 6 – DERIVATIVE LIABILITY
 
Due to the conversion features on two note payables issued during the quarter, management has determined that the conversion features result in a derivative liability. The liability was calculated on the $250,000 and $22,000 notes using the Black Scholes model with the following variables: strike prices of $0.002034 and $0.0006, volatility of $348.75%, dividend rate of 0.00%, and a risk free rate of return of 2.12% and 0.6%, respectively. Therefore, for the three months ended June 30, 2015, a derivative liability of $122,911 and $41,476 was expensed at the date of valuation (May 29, 2015). The liabilities were revalued at June 30, 2015 resulting in a mark-to-market fair value expense of $20,666. The liability will be revalued on a quarterly basis.


v3.3.1.900
CONVERTIBLE NOTE PAYABLE - RELATED PARTY
 9 Months Ended
Jun. 30, 2015
Convertible Note Payable Related Party [Abstract]  
CONVERTIBLE NOTE PAYABLE - RELATED PARTY
NOTE 7 – CONVERTIBLE NOTE PAYABLE - RELATED PARTY
 
On May 29, 2015 the Company entered into an exclusive license agreement with Code2Action to license all of its tangible and intangible assets, including intellectual property such as patents and patents pending, software code, and foundational business plan. The agreement also stipulates a 33% commission payable to the Company on all sales pursuant to the technology rights. Code2Action is considered a related party because of common ownership of two Company officers. In exchange for the license, a 10 year $500,000 convertible debt was issued which can be converted into 75% of the Company's fully diluted post conversion outstanding shares. Accordingly, a debt discount of $122,911 has been charged against the note of which $1,077 was expensed during the three months ended June, 30, 2015. The note will decrease to $250,000 (with a 37.5% conversion option) if the Code2Action IP is not successfully merged into the Company. The convertibility of the note results in a derivative liability (see Note 6).


v3.3.1.900
STOCKHOLDERS' DEFICIT
 9 Months Ended
Jun. 30, 2015
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' DEFICIT
NOTE 8 – STOCKHOLDERS’ DEFICIT
 
As summarized in Note 1 on February 17, 2012, in addition to the name change, our board of directors approved a ten (10) for one (1) forward stock split of our authorized and issued and outstanding shares of common stock. Upon effect of the forward stock split, our authorized capital was increased from 75,000,000 to 750,000,000 shares of common stock and correspondingly, our issued and outstanding shares of common stock was increased from 8,225,000 to 82,250,000 shares of common stock as of September 30, 2011, all with a par value of $0.001.
 
Common Stock
 
On November 24, 2014 a convertible note holder converted $10,000 into 1,923,077 shares of common stock at a price of $0.0052 per share (see Note 5).
 
On January 27, 2015 the Company issued 200,000 shares of common stock at $0.0015 per share or $300 in exchange for services rendered.
 
On February 10, 2015 a convertible note holder converted $10,105 into 5,318,421 shares of common stock at a price of $0.0019 per share (see Note 5).
 
On February 17, 2015 the Company issued 8,850,000 shares for $177,000 of subscriptions payable previously received at $0.02 per share.
 
On March 25, 2015 the Company issued 4,800,000 shares for $0.0027 per share for $12,960 of consulting services.
 
On April 8, 2015 a convertible note holder converted $5,145 into 5,415,789 shares of common stock at a price of $0.00095 per share (see Note 5).
 
On April 29, 2015 a convertible note holder converted $4,380 into 55,407,407 shares of common stock at a price of $0.00081 per share (see Note 5).
 
On May 13, 2015 a convertible note holder converted $4,060 into 5,384,615 shares of common stock at a price of $0.00075 per share (see Note 5).
 
On May 14, 2015 the Company issued 78,562,500 common shares to Company officers in extinguishment of $94,275 in salaries payable valued at $0.0012 per share.
 
On June 24, 2015 a convertible note holder converted $2,657 into 5,500,000 shares of common stock at a price of $0.00048 per share (see Note 5).
 
Common Stock Subscriptions Payable
 
On November 19, 2014 the Company received $6,000 in exchange for 300,000 in common stock subscriptions payable valued at $0.02 per share. These shares will be issued in conjunction with the total capital raise of $500,000 and the pending merger with 321 Lend.


v3.3.1.900
SUBSEQUENT EVENTS
 9 Months Ended
Jun. 30, 2015
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS
 
On July 7, 2015 the Board of Directions passed a motion to transfer the intellectual property of the Psychic Friends Network to Marc Lasky in lieu of $17,000 in accrued compensation.
 
On July 10, 2015 the Company entered into a convertible note with a 10% Original Issue Discount (OID). The note bears no interest for the first three months and the OID is prorated thereafter. The note matures on a rolling two years from the date of funding and the total face value to be funded is $150,000 ($135,000 cash plus $15,000 OID) with the initial $25,000 being funded upon closing of the note and the balance in subsequent tranches. The note is convertible at the lesser $0.002 or 60% of the lowest trade price in the 25 trading days previous to the conversion.
 
On July 10, 2015 the Company entered into a convertible note with a third party with an OID of $4,092 or 12% and a face value of $34,100. The note matures on May 28, 2016 and is convertible into share of the Company's common stock at $0.001 par value. The note contains a default interest rate of 20% per annum. This is the second draw on the $600,000 financing agreement disclosed in Note 5.
 
On July 13, 2015 hired a Director of Business Development. The director will receive 2.5% of the diluted shares of the Company payable in two equal notes with the first being due July 21, 2015. The consulting agreement with the director is to raise $10 million in financing. The Company agreed to pay the consultant 8% cash and 8% in warrants on the equity lines of credit and 3% cash and no warrants on straight debt capital raised. The agreement contains a retainer with two phases: 1) selling the public vehicle and exclusive license, and 2) selling the public vehicle all of Code2Action's intellectual property and assets. The third party shall be issued 2.5% of the post closing fully-diluted capitalization of the Company. As of the issuance date of these financials, the Company owed 5,383,484 shares pursuant to this retainer.
 
On July 17, 2015 the Company entered into a convertible debt financing agreement with a third party financer. The agreement consists of an initial $31,500 in funding as well as $31,500 in 'back-end' funding for a total face value of $63,000 which is collateralized and matured March 17, 2016. The note bears an 8% interest rate and has a 30 day prepayment penalty of 118% to 148% of the notes face value plus interest. The principal and interest are convertible into common shares at a 50% discount to the lowest previous 20 day trading price. The note matures on July 17, 2016.
 
On July 27, 2015 a convertible note holder converted $5,220 into 10,000,000 shares of common stock at a price of $0.000522 per share.
 
On August 7, 2015 the Company entered into a convertible note with a 10% OID with a face value of $30,250. The principal and interest are convertible into common shares at a 50% discount to the lowest previous 20 day trading price. The note matures on August 7, 2016. The note stipulates a total of $110,000 in funding (with a $121,000 face value) issuable in $27,500 tranches within 120 days of the execution of the agreement. 

 
During August - December, 2015 the Company issued seven convertible debentures to third parties for a total of $172,500 all carrying a 12% interest rate and convertible into common shares at the lesser of $3,000,000 or a 50% discount to market based on the average 5 lowest closing prices of the preceding 20 trading days.
 
On November 10, 2015 the Company added a member to its advisory board issuing 360,000 stock options as compensation vesting in 24 months.
 
The Company has evaluated events subsequent to the balance sheet date through the issuance date of these financial statements in accordance with FASB ASC 855 and has determined there are no other events that would require adjustment to, or disclosure in, the financial statements.


v3.3.1.900
SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Jun. 30, 2015
Accounting Policies [Abstract]  
Cash and Cash Equivalents
Cash and Cash Equivalents
 
The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Use of Estimates
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounts Receivable
Accounts Receivable
 
Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.  The Company evaluates receivables on a regular basis for potential reserve.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
 
The fair value of the Company's financial instruments, consisting of cash and accounts payable and accrued liabilities, is equal to fair value due to their short-term to maturity. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Revenue Recognition
Revenue Recognition
 
The Company recognizes revenue on an accrual basis. The Company generally earns revenue through the online sale of service minutes. These purchases obligate the Company to arrange a telephonic conversation with a designated service provider of the customers choosing. The Company remits a portion of the fee to the service provider and retains the balance. At the time of sale, the formal arrangements are made and the Company has fulfilled its obligation. Furthermore, the Company’s portions of any fees collected are non-refundable. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured. For the nine months ended June 30, 2015 and 2014, the Company recognized revenues of $81 and $1,735, respectively for which each of the four aforementioned criteria were satisfied.
Per Share Data
Per Share Data
 
In accordance with "ASC 260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2015 and 2014, the Company had 188,698,889 and -0- stock equivalents that were anti-dilutive and excluded in the loss per share computation, respectively.
Stock-Based Compensation
Stock-Based Compensation
 
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company records the value for options granted over the vesting period of the options granted. Accordingly, the Company did not recognized expenses during the nine months ended June 30, 2015 and 2014, respectively (see Note 8).
 
Investment in Securities
Investment in Securities
 
The cost of the Company's cost-method investment consist of an investment in a company with which a merger is contemplated (see subsequent events footnote Note 7) that totaled $73,000 and $70,000 at June 30, 2015 and September 30, 2014, respectively. During the period ended June 30, 2015, the Company invested an additional $3,000 in the cost method investment for a total of $73,000.  As the Company owned less than 20% of that company's stock as of June 30, 2015 and September 30, 2014, and no significant influence or control exists, the investment is accounted for using the cost method.  The Company evaluated the investment for impairment.  On March 6, 2015 the agreement between 321Lend and the Company was canceled and the value of the ownership in 321Lend was deemed to be worthless by management. Accordingly, an impairment expense of $73,000 was realized during the nine months ended June 30, 2015.
 
Software Development Costs
Software Development Costs
 
The Company capitalizes its costs to develop its website and when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the website will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades.
 
The Company capitalized website costs of $-0- and $-0- during the nine months ended June 30, 2015 and 2014, respectively. The Company’s capitalized website amortization is included in depreciation and amortization in the Company’s consolidated statements of operations, and totaled $21,343 and $21,343 for the nine months ended June 30, 2015 and 2014, respectively.
Advertising Costs
Advertising Costs
 
Advertising costs are to be expensed as incurred in accordance to Company policy; for the nine ended June 30, 2015 and 2014, advertising expenses totaled $861 and $2,661, respectively.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
 
Management has evaluated all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.


v3.3.1.900
INTANGIBLE ASSET (Tables)
 9 Months Ended
Jun. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of other intangible assets
   
Gross Carrying
Amount
    
Accumulated
Amortization
    
Net Carrying
Amount
  
Weighted-Average
Remaining Life
June 30, 2015:
                    
Capitalized software development costs
  
$
84,435
    
$
(78,643
)
  
$
5,792
  
0.21 years
                                  
Total
  
$
84,435
    
$
(78,643
)
  
$
5,792
  
0.21 years


v3.3.1.900
SECURITIES AVAILABLE FOR SALE (Tables)
 9 Months Ended
Jun. 30, 2015
Securities Available For Sale [Abstract]  
Schedule of available-for-sale securities activity in TLNF
For the nine months ended June 30, 2015
  
Shares
    
Amount
    
Gain (Loss)
  
Shares held, September 30, 2014
    
9,143
    
$
229
    
$
-
  
Unrealized loss, June 30, 2015
            
(228
)
    
(228
)
Balance, June 30, 2015
    
9,143
    
$
1
    
$
(228
)


v3.3.1.900
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - USD ($)
Jun. 30, 2015
Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated losses $ (1,686,942) $ (1,294,258)


v3.3.1.900
SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Sep. 30, 2014
Accounting Policies [Abstract]          
Recognized revenues   $ 24 $ 81 $ 1,735  
Anti-dilutive stock equivalents excluded from loss per share computation     188,698,889 0  
Cost method investments $ 73,000   $ 73,000   $ 70,000
Cost method investment, additional amount     $ 3,000    
Ownership percentage 20.00%   20.00%   20.00%
Asset impairment     $ 73,000    
Capitalized software costs $ 0 0 0 $ 0  
Depreciation and amortization $ 7,114 $ 7,114 21,343 21,343  
Advertising expenses     $ 861 $ 2,661  


v3.3.1.900
INTANGIBLE ASSET - Summary of other intangible assets (Details) - USD ($)
 9 Months Ended
Jun. 30, 2015
Sep. 30, 2014
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 84,435  
Accumulated Amortization (78,643)  
Net Carrying Amount $ 5,792 $ 27,136
Weighted-Average Remaining Life 2 months 16 days  
Capitalized software development costs    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 84,435  
Accumulated Amortization (78,643)  
Net Carrying Amount $ 5,792  
Weighted-Average Remaining Life 2 months 16 days  


v3.3.1.900
SECURITIES AVAILABLE FOR SALE - Summary of activity in TLNF (Details) - USD ($)
 9 Months Ended 12 Months Ended
Jun. 30, 2015
Sep. 30, 2014
Schedule of Available-for-sale Securities [Line Items]    
Equity securities $ 1 $ 229
Equity securities | Telecorp, Inc.    
Schedule of Available-for-sale Securities [Line Items]    
Shares held 9,143 9,143
Equity securities $ 1 $ 229
Unrealized loss, Amount (228)  
Unrealized loss, Gain (Loss) (228)  
Unrealized Gain (Loss) $ (228)  


v3.3.1.900
CONVERTIBLE NOTES PAYABLE (Detail Textuals)
 1 Months Ended 3 Months Ended 9 Months Ended
May. 13, 2015
USD ($)
$ / shares
shares
Apr. 08, 2015
USD ($)
$ / shares
shares
Feb. 10, 2015
USD ($)
$ / shares
shares
May. 08, 2014
USD ($)
$ / shares
Jun. 24, 2015
USD ($)
$ / shares
shares
May. 29, 2015
USD ($)
Day
Apr. 29, 2015
USD ($)
$ / shares
shares
Nov. 24, 2014
USD ($)
$ / shares
shares
Jun. 30, 2015
USD ($)
Jun. 30, 2014
USD ($)
Jun. 30, 2015
USD ($)
shares
Jun. 30, 2014
USD ($)
Sep. 30, 2014
USD ($)
Short-term Debt [Line Items]                          
Operating expenses                 $ 90,235 $ 69,167 $ 254,685 $ 236,285  
Discount on convertible notes payable                 22,808   22,808   $ 18,504
Amortization of debt discount                     21,773 $ 24,879  
Third party                          
Short-term Debt [Line Items]                          
Beneficial conversion feature discount           $ 22,000              
Convertible notes payable                 22,000   22,000    
Amortization of debt discount           3,000     1,929        
Debt instrument, convertible, beneficial conversion feature           $ 22,000              
Percentage of debt discount           12.00%              
Face value           $ 25,000              
Period of unsecured debt           1 year              
Percentage of discount on convertible debt converted to common shares           50.00%              
Debt instrument description           The note is convertible with an anti-dilutive feature into common stock at a discount of 50% of the closing market price of the average 3 lowest days of the preceding 20 trading days.              
Debt instrument, trading days | Day           20              
Original issuance debt discount                 263        
Partial withdraw of debt amount                 22,000        
Financing agreement amount                 $ 600,000        
Percentage of OID                 12.00%        
License agreement                          
Short-term Debt [Line Items]                          
Convertible notes payable           $ 122,911              
Amortization of debt discount           $ 1,077              
Common stock                          
Short-term Debt [Line Items]                          
Conversion price (in dollars per share) | $ / shares         $ 0.00048                
Notes payable, amount         $ 2,657                
Number of shares converted | shares         5,500,000                
Convertible Promissory Note                          
Short-term Debt [Line Items]                          
Debt instrument, face amount       $ 53,000                  
Operating expenses       $ 53,000                  
Interest rate per annum       8.00%                  
Default interest rate       22.00%                  
Maturity date       Feb. 22, 2015                  
Debt instrument, variable rate       58.00%                  
Conversion price (in dollars per share) | $ / shares       $ 0.001                  
Beneficial conversion feature discount       $ 38,379                  
Interest expenses                     2,700    
Discount on convertible notes payable                 $ 0   0    
Accrued interest                 5,746   5,746    
Period for right to convert into common stock       180 days                  
Debt instrument, convertible, beneficial conversion feature       $ 38,379                  
Convertible Promissory Note | Common stock                          
Short-term Debt [Line Items]                          
Conversion price (in dollars per share) | $ / shares $ 0.00075 $ 0.00095 $ 0.0019       $ 0.00081 $ 0.0052          
Discount on convertible notes payable                 2,069   2,069    
Notes payable, amount $ 4,060 $ 5,145 $ 10,105       $ 4,380 $ 10,000 $ 36,347   $ 36,347    
Number of shares converted | shares 5,384,615 5,415,789 5,318,421       55,407,407 1,923,077     28,949,309    


v3.3.1.900
DERIVATIVE LIABILITY (Detail Textuals) - Derivative liability
 9 Months Ended
Jun. 30, 2015
USD ($)
Note
$ / shares
May. 29, 2015
USD ($)
Derivative Liability [Line Items]    
Number of note payables issued | Note 2  
Derivative liability $ 122,911 $ 41,476
Revalued derivative liability 20,666  
$250,000 note    
Derivative Liability [Line Items]    
Beneficial conversion feature derivatives liability $ 250,000  
Calculation method Black Scholes model  
Strike price | $ / shares $ 0.002034  
Volatility rate 348.75%  
Dividend rate 0.00%  
Risk free rate of return 2.12%  
$22,000 note    
Derivative Liability [Line Items]    
Beneficial conversion feature derivatives liability $ 22,000  
Calculation method Black Scholes model  
Strike price | $ / shares $ 0.0006  
Volatility rate 348.75%  
Dividend rate 0.00%  
Risk free rate of return 0.60%  


v3.3.1.900
CONVERTIBLE NOTE PAYABLE - RELATED PARTY (Detail Textuals) - USD ($)
 1 Months Ended 9 Months Ended
May. 29, 2015
Jun. 30, 2015
Jun. 30, 2014
Short-term Debt [Line Items]      
Proceeds from Convertible Debt     $ 88,000
Amortization of Debt Discount (Premium)   $ 21,773 $ 24,879
License agreement      
Short-term Debt [Line Items]      
Debt Instrument conversion increase $ 250,000    
Percentage of commission payable 33.00%    
Term of license 10 years    
Proceeds from Convertible Debt $ 500,000    
Percentage of convertible debt converted to common shares 75.00%    
Convertible Notes Payable $ 122,911    
Amortization of Debt Discount (Premium) $ 1,077    
Percentage of conversion option 37.50%    


v3.3.1.900
STOCKHOLDERS' DEFICIT (Detail Textuals)
 1 Months Ended 9 Months Ended
May. 14, 2015
USD ($)
$ / shares
shares
May. 13, 2015
USD ($)
$ / shares
shares
Apr. 08, 2015
USD ($)
$ / shares
shares
Feb. 10, 2015
USD ($)
$ / shares
shares
Jun. 24, 2015
USD ($)
$ / shares
shares
Apr. 29, 2015
USD ($)
$ / shares
shares
Mar. 25, 2015
USD ($)
$ / shares
shares
Feb. 17, 2015
USD ($)
$ / shares
shares
Jan. 27, 2015
USD ($)
$ / shares
shares
Nov. 24, 2014
USD ($)
$ / shares
shares
Nov. 19, 2014
USD ($)
$ / shares
shares
Feb. 17, 2012
Jun. 30, 2015
USD ($)
$ / shares
shares
Sep. 30, 2014
$ / shares
shares
May. 08, 2014
$ / shares
Sep. 30, 2011
$ / shares
shares
Sep. 29, 2011
shares
Stockholders Equity [Line Items]                                  
Forward stock split                       ten (10) for one (1)          
Conversion ratio                       10          
Common stock, shares authorized                         750,000,000 750,000,000   75,000,000 75,000,000
Common Stock, shares issued                         210,339,352 88,977,543   82,250,000 8,225,000
Common Stock, shares outstanding                         210,339,352 88,977,543   82,250,000 8,225,000
Common stock, par value (in dollars per share) | $ / shares                         $ 0.001 $ 0.001   $ 0.001  
Common stock                                  
Stockholders Equity [Line Items]                                  
Notes payable, amount | $         $ 2,657                        
Number of shares converted         5,500,000                        
Conversion price (in dollars per share) | $ / shares         $ 0.00048                        
Common stock shares issued for services 78,562,500           4,800,000   200,000                
Shares issued, price per share | $ / shares $ 0.0012           $ 0.0027   $ 0.0015                
Common stock issued for services | $ $ 94,275           $ 12,960   $ 300                
Subscriptions payable shares               8,850,000     6,000            
Subscriptions payable value | $               $ 177,000     $ 300,000            
Subscriptions payable per share | $ / shares               $ 0.02     $ 0.02            
Amount of total capital raised | $                     $ 500,000            
Convertible Promissory Note                                  
Stockholders Equity [Line Items]                                  
Conversion price (in dollars per share) | $ / shares                             $ 0.001    
Convertible Promissory Note | Common stock                                  
Stockholders Equity [Line Items]                                  
Notes payable, amount | $   $ 4,060 $ 5,145 $ 10,105   $ 4,380       $ 10,000     $ 36,347        
Number of shares converted   5,384,615 5,415,789 5,318,421   55,407,407       1,923,077     28,949,309        
Conversion price (in dollars per share) | $ / shares   $ 0.00075 $ 0.00095 $ 0.0019   $ 0.00081       $ 0.0052              


v3.3.1.900
SUBSEQUENT EVENTS (Detail Textuals)
 1 Months Ended 3 Months Ended 5 Months Ended 9 Months Ended
Nov. 10, 2015
shares
Aug. 07, 2015
USD ($)
Day
Jul. 13, 2015
USD ($)
shares
Jul. 10, 2015
USD ($)
$ / shares
Jul. 07, 2015
USD ($)
May. 08, 2014
$ / shares
Jul. 27, 2015
USD ($)
$ / shares
shares
Jul. 17, 2015
USD ($)
Day
May. 29, 2015
USD ($)
Day
Jun. 30, 2015
USD ($)
$ / shares
Jun. 30, 2014
USD ($)
Dec. 31, 2015
USD ($)
Convertible_debenture
Day
Jun. 30, 2015
USD ($)
$ / shares
Jun. 30, 2014
USD ($)
Sep. 30, 2014
USD ($)
$ / shares
Sep. 30, 2011
$ / shares
Subsequent Event [Line Items]                                
Accrued compensation                   $ 51,511 $ 36,212   $ 125,630 $ 110,331    
Convertible notes payable                   $ 18,845     $ 18,845   $ 34,496  
Common stock, par value (in dollars per share) | $ / shares                   $ 0.001     $ 0.001   $ 0.001 $ 0.001
Convertible note                                
Subsequent Event [Line Items]                                
Conversion price (in dollars per share) | $ / shares           $ 0.001                    
Debt instrument, interest rate           8.00%                    
Default interest rate           22.00%                    
Third party                                
Subsequent Event [Line Items]                                
Percentage of discount on convertible debt converted to common shares                 50.00%              
Debt instrument description                 The note is convertible with an anti-dilutive feature into common stock at a discount of 50% of the closing market price of the average 3 lowest days of the preceding 20 trading days.              
Debt instrument, trading days | Day                 20              
Percentage of debt discount                 12.00%              
Face value                 $ 25,000              
Financing agreement amount                   $ 600,000            
Subsequent Event                                
Subsequent Event [Line Items]                                
Number of stock option issued | shares 360,000                              
Stock option vesting period 24 months                              
Subsequent Event | Marc Lasky                                
Subsequent Event [Line Items]                                
Accrued compensation         $ 17,000                      
Subsequent Event | Convertible note                                
Subsequent Event [Line Items]                                
Convertible note holder converted amount             $ 5,220                  
Convertible note holder converted shares | shares             10,000,000                  
Conversion price (in dollars per share) | $ / shares             $ 0.000522                  
Percentage of discount on convertible debt converted to common shares   50.00%                            
Debt instrument description   The principal and interest are convertible into common shares at a 50% discount to the lowest previous 20 day trading price.   The note is convertible at the lesser $0.002 or 60% of the lowest trade price in the 25 trading days previous to the conversion.                        
Debt instrument, trading days | Day   20                            
Percentage of debt discount   10.00%   10.00%                        
Face value   $ 30,250   $ 150,000                        
Derivative, cash amount       135,000                        
Derivative, OID amount       $ 15,000                        
Common stock, par value (in dollars per share) | $ / shares       $ 0.001                        
Note stipulates in funding   110,000                            
Note stipulates face value   121,000                            
Amount issued in conversion   $ 27,500                            
Subsequent Event | Convertible note | Director                                
Subsequent Event [Line Items]                                
Percentage of diluted shares issue     2.50%                          
Subsequent Event | Convertible note | Director | Consulting Agreement                                
Subsequent Event [Line Items]                                
Financing raised     $ 10,000,000                          
Description of consultant payment     The Company agreed to pay the consultant 8% cash and 8% in warrants on the equity lines of credit and 3% cash and no warrants on straight debt capital raised.                          
Shares issued for retain consultant | shares     5,383,484                          
Subsequent Event | Third party | Convertible note                                
Subsequent Event [Line Items]                                
Number of note issued | Convertible_debenture                       7        
Convertible notes payable       $ 4,092       $ 31,500       $ 172,500        
Debt instrument, interest rate       12.00%       8.00%       12.00%        
Debt instrument converted amount                       $ 3,000,000        
Percentage of discount on convertible debt converted to common shares               50.00%       50.00%        
Debt instrument description               The principal and interest are convertible into common shares at a 50% discount to the lowest previous 20 day trading price.       convertible into common shares at the lesser of $3,000,000 or a 50% discount to market based on the average 5 lowest closing prices of the preceding 20 trading days        
Debt instrument, trading days | Day               20       20        
Face value       $ 34,100       $ 63,000                
Common stock, par value (in dollars per share) | $ / shares       $ 0.001                        
Default interest rate       20.00%                        
Financing agreement amount       $ 600,000                        
Prepayment penalty of the notes face value plus interest percentage               a 30 day prepayment penalty of 118% to 148% of the notes face value plus interest                
Subsequent Event | Third party | Convertible note | Consulting Agreement                                
Subsequent Event [Line Items]                                
Percentage of diluted shares issue     2.50%                          
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