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Document and Entity Information
6 Months Ended
Mar. 31, 2014
May 12, 2014
Document And Entity Information ' '
Entity Registrant Name 'CANNABIS THERAPY CORP. '
Entity Central Index Key '0001452804 '
Document Type '10-Q '
Document Period End Date Mar 31, 2014 '
Amendment Flag 'false '
Current Fiscal Year End Date '--09-30 '
Is Entity a Well-known Seasoned Issuer? 'No '
Is Entity a Voluntary Filer? 'No '
Is Entity's Reporting Status Current? 'Yes '
Entity Filer Category 'Smaller Reporting Company '
Entity Common Stock, Shares Outstanding ' 70,313,000
Document Fiscal Period Focus 'Q2 '
Document Fiscal Year Focus '2014 '
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Condensed Balance Sheets (USD $)
Mar. 31, 2014
Sep. 30, 2013
Assets ' '
Cash $ 118,018 $ 4,906
Prepaid expenses 28,870 '  
Total current assets 146,888 4,906
Total Assets 146,888 4,906
Liabilities ' '
Accounts payable and accrued liabilities 72,714 9,636
Short-term notes payable 602,932 '  
Due to related party '   34,510
Total current liabilities 675,646 44,146
Total Liabilities 675,646 44,146
Commitments and contingencies '   '  
Stockholders' Deficit ' '
Preferred stock, $.00001 par value, 25,000,000 authorized, none issued or outstanding '   '  
Common stock, $0.0001 par value, 325,000,000 shares authorized, 70,313,000 and 330,750,000 shares issued and outstanding, as of March 31, 2014 and September 30, 2013, respectively 7,031 33,075
Additional paid in capital 426,825 27,925
Deficit accumulated in the development stage (962,614) (100,240)
Total Stockholders' Deficit (528,758) (39,240)
Total Liabilities and Stockholders' Deficit $ 146,888 $ 4,906
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Condensed Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2014
Sep. 30, 2013
Stockholders' Deficit ' '
Preferred stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares authorized 25,000,000 25,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 325,000,000 325,000,000
Common stock, shares issued 70,313,000 330,750,000
Common stock, shares outstanding 70,313,000 330,750,000
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Condensed Statements of Operations (USD $)
3 Months Ended 6 Months Ended 75 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Expenses: ' ' ' ' '
Cost associated with exploring business opportunity $ 5,000 '   $ 412,114 '   $ 412,114
General and administrative 315,457 3,584 444,522 7,423 544,762
(Loss) from operations (320,457) (3,584) (856,636) (7,423) (956,876)
Gain on extinguishment of debt '   '   24,650 '   24,650
Interest expense (16,279) '   (30,388) '   (30,388)
Total other income and (expense) (16,279) '   (5,738) '   (5,738)
Net (loss) $ (336,736) $ (3,584) $ (862,374) $ (7,423) $ (962,614)
Basic and diluted (loss) per common share $ 0 $ 0 $ 0 $ 0 '
Weighted average number of common shares outstanding 66,990,267 330,750,000 78,228,900 330,750,000 '
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Condensed Statements of Cash Flows (USD $)
6 Months Ended 75 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Condensed Statements Of Cash Flows ' ' '
Net cash used in operating activities $ (486,888) $ (10,049) $ (577,492)
Cash flows from financing activities ' ' '
Proceeds from debt 500,000 '   500,000
Sale of stock 225,000 '   286,000
Repurchase of stock (125,000) '   (125,000)
Advances from related party '   15,510 34,510
Net cash provided by financing activities 600,000 15,510 695,510
Net change in cash 113,112 5,461 118,018
Cash, beginning of period 4,906 4,963 '  
Cash, end of period 118,018 10,424 118,018
Supplemental disclosure of cash flow information ' ' '
Cash paid for interest '   '   '  
Cash paid for income taxes '   '   '  
Non-cash financing activities ' ' '
Common shares for settlement of debt $ 9,860 '   $ 9,860
Cancellation of shares 30,000 '   30,000
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Basis of Presentation, Nature of Operations and Going Concern
6 Months Ended
Mar. 31, 2014
Notes to Financial Statements '
Note 1 - Basis of Presentation, Nature of Operations and Going Concern '

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Cannabis Technology Corp. The accompanying unaudited condensed financial statements of Cannabis Technology Corp. at March 31, 2014 and 2013 have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended September 30, 2013. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the periods ended March 31, 2014 and 2013 presented are not necessarily indicative of the results to be expected for the full year. The September 30, 2013 balance sheet has been derived from our audited financial statements included in our annual report on Form 10-K for the year ended September 30, 2013.

 

Financial statements prepared in conformity with GAAP contemplate a company’s continuation as a going concern. We have incurred net losses since inception. In addition, we have an accumulated deficit of $962,614 and a working capital deficit of $528,757 as of March 31, 2014. These conditions raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. These financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

We were as incorporated in Nevada on December 18, 2007 as Surf A Movie Solutions Inc., which was previously engaged in the development, sales and marketing of online video stores. The Company decided to change its business objective and in connection therewith changed its name to Frac Water Systems, Inc.

 

On October 10, 2013, we entered into a Joint Venture Agreement (the “JV Agreement”) with Produced Water Solutions, Inc., a Colorado corporation (“PWS”) in the business of providing economically and environmentally sound solutions for the treatment and recycling of wastewater resulting principally from oil and gas exploration and production activities (the “Business”). The JV Agreement was intended to enable us to engage in and commence activities involving the Business. In furtherance thereof, pursuant to the JV Agreement, PWS provided us with three prospective Business projects (the “Projects”) and agreed to provide us with consulting services with respect to all aspects of the Projects and certain additional Business projects that we may subsequently determine to pursue (the “Additional Projects”). We agreed to accept at least one of the Projects (the “Guaranteed Project”) and were granted a right of first refusal until December 31, 2013 with respect to the two other Projects.

 

In consideration for consulting services to be rendered, we had agreed to pay PWS a Monthly Project Cash Fee, a Cash Bonus Payment, 375,000 FWSI Stock Options and Net Income Payments.

 

The JV Agreement (and our obligation to make payments to PWS) terminates immediately on the earlier of (a) December 31, 2014, (b) upon PWS giving us sixty calendar days’ prior written notice of termination; (c) upon our giving PWS thirty calendar days prior written notice of termination, or (d) at any time, with no notice, upon which we terminate this Agreement for “Cause”.

 

On December 31, 2013, we have determined not to move forward with our proposed business of providing solutions for the treatment and recycling of waste water resulting principally from oil and gas exploration and production activities. On December 31, 2013 we notified PWS of our determination to terminate the JV Agreement effective January 30, 2014 (the “Termination Date”). As of the Termination Date, we have no further obligation to make monthly project cash fee payments or bonus payments to PWS which were previously required under the JV Agreement. The options previously granted remain outstanding.

 

On March 14, 2014, we changed our name to Cannabis Technology Corp. The name change was made in connection with our entry into the business of manufacturing and marketing pharmaceutical level products containing phytocannabinoids, an abundant and pharmaceutically active component of cannabis, for the treatment of various conditions and diseases.

 

Since we have limited operations we are in the development stage as defined under the Financial Accounting Standards Board Accounting Standards Codification Topic 915 Development Stage Entities (“ASC 915”).

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Significant Accounting Policies
6 Months Ended
Mar. 31, 2014
Notes to Financial Statements '
Note 2 - Significant Accounting Policies '

Expenses associated with exploring business opportunities

 

We were exploring opportunities related to solutions for the treatment and recycling of waste water resulting principally from oil and gas exploration and productions activities. We determined not to proceed in that industry. Costs included legal fees, fees associated with the assumption of PWS Notes and other payments under the JV Agreement, consulting fees, attending conferences, web development, and travel. These costs include a non-cash charge of $102,932 which is the assumption of debt related to the JV Agreement (See Note 4) and $2,413 which is the fair value of options granted to PWS (See Note 6).

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Due to Related Party
6 Months Ended
Mar. 31, 2014
Notes to Financial Statements '
Note 3 - Due to Related Party '

Parties, which can be corporations or individuals, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

We issued 1,479,000 shares of common stock to a former officer of the Company, to settle $34,510 of debt. The fair value of the shares issued is $9,860 or $0.0067 per share. We recognized a gain on the settlement of debt of $24,650 for the difference of the fair value of the shares and the amount payable to the former officer. As of March 31, 2014, we are no longer indebted to the former officer.

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Short-Term Convertible Notes Payable
6 Months Ended
Mar. 31, 2014
Notes to Financial Statements '
Note 4 - Short-Term Convertible Notes Payable '

On October 10, 2013, we entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with PWS and Montrose Capital Limited (“Montrose”) related to the termination of a June 13, 2013 Term Sheet (the “Term Sheet”) among us, PWS and Montrose. The Term Sheet contemplated a $250,000 bridge financing for PWS involving the sale of $250,000 in principal amount of secured convertible promissory notes of PWS (the “PWS Notes”) and a subsequent reverse triangular merger (the “Merger”) among us, PWS and the shareholders of PWS in which PWS would become a wholly-owned subsidiary of ours. On July 1, 2013 the $250,000 bridge financing was completed and the PWS Notes were issued. The Notes were subject to mandatory conversion at the effective time of the Merger into securities of ours. The parties to the Settlement Agreement subsequently determined not to proceed with the Merger, choosing instead to have us engage directly in the Business pursuant to a Joint Venture Agreement. The JV Agreement discussed in Note 1 was the result thereof.

 

As part of the Settlement Agreement, the parties agreed to terminate the Term Sheet, a related Mutual Confidentiality, Non-Disclosure and Non-Circumvention Agreement (the “NDA”) and all other agreements among the parties related to the Term Sheet and NDA. They also agreed that upon execution of the JV Agreement and in consideration of the Guaranteed Project, as such term is defined above, $100,000 in principal and all accrued interest due on the PWS Notes would be converted into one year 10% senior convertible notes of ours (the “FWSI Notes”). The Settlement Agreement further provided that upon our acceptance, if ever, of a second project pursuant to the JV Agreement, $75,000 in principal and all accrued interest due on the PWS Notes would be converted into FWSI Notes and that upon our acceptance, if ever, of a third project pursuant to the JV Agreement, the remaining $75,000 in principal and all accrued interest due on the PWS Notes would be converted into FWSI Notes. The holders of the PWS notes entered into a similar Settlement Agreement and Mutual Release with PWS in which, among other things, they agreed to the conversion of the PWS Notes into FWSI Notes on the terms stated above. We did not accept any projects other than the Guaranteed Project and accordingly the $150,000 was not converted into FWSI Notes.

 

On October 15, 2013, we closed on the sale of an aggregate of $500,000 in principal amount of promissory notes of the Company (“FWSI Notes”) to two investors. In addition, as of October 15, 2013, $100,000 in principal and $2,932 in accrued interest due on PWS Notes were converted into FWSI Notes as discussed above. The FWSI Notes have a stated maturity date of October 15, 2014. The principal bears interest at a rate of 10% per annum, which is also payable on maturity. Upon the maturity of the FWSI Notes, by acceleration or otherwise, interest on unpaid amounts shall thereafter be payable at the default interest rate of 15% per annum, until the obligations are paid in full. We may from time-to-time prepay any amount due under the FWSI Notes, in whole or in part, without penalty. The principal amount of the FWSI Notes, and any accrued and unpaid interest thereon, may be converted into shares of our common stock at a conversion rate to be agreed upon by us and the holders of the FWSI Notes (the “Holders”). As of March 31, 2014 the conversion terms of the notes have not been agreed to. Upon the occurrence of an event of default under the terms of the FWSI Notes, the entire unpaid principal balance of the FWSI Notes, together with any accrued and unpaid interest thereon, shall become due and payable, without any action by the Holders. So long as the FWSI Notes are outstanding, we may not incur any indebtedness that ranks senior in priority to, or pari passu with, the obligations under the FWSI Notes, except indebtedness created as a result of a subsequent financing if the gross proceeds to us from such financing are equal to or greater than the aggregate principal amount of the FWSI Notes and the FWSI Notes are repaid in full upon the closing of such financing.

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Stockholders' Equity
6 Months Ended
Mar. 31, 2014
Notes to Financial Statements '
Note 5 - Stockholders' Equity '

On March 11, 2014 our board of directors authorized a 1.5 for 1 forward split of our common stock in the form of a stock dividend (the “Stock Split”). In connection therewith, Company shareholders of record as of the close of business on March 27, 2014, the record date, received an additional .5 shares of our common stock for each share of our common stock held by them on the record date. Accordingly, all references to numbers of common shares and per-share data in the accompanying financial statements have been adjusted to reflect the Stock Split on a retroactive basis.

 

On October 10, 2013, we issued 30,000,000 shares at $0.0067 per share, to a then officer of the Company, for total proceeds of $200,000. On March 11, 2014 we repurchased 29,500,000 of these shares for an aggregate of $100,000. Prior to the repurchase, the officer and director resigned.

 

In addition, on October 10, 2013, a former officer and director and a former director of ours delivered to us an aggregate of 300,000,000 shares of common stock of ours for cancellation. The cancellation of these shares was made in conjunction with the resignation of the positions they held.

 

On October 15, 2013, we issued 3,750,000 shares at $0.0067 per share, to two directors of the Company for total proceeds of $25,000. On January 30, 2014 in connection with the termination of the JV Agreement and the resignation of the two directors, we repurchased these 3,750,000 shares for $25,000, the amount paid.

 

On November 15, 2013, we issued 1,479,000 shares of our common stock in settlement for $34,510 due to a former related party. (See Note 3)

 

On March 11, 2014, we issued 37,584,000 shares to 3 individuals and their assignees for services rendered. The shares were valued at $0.0033 per share, the amount paid by the Company to repurchase shares on the same date. The total amount, $125,280 was recognized as equity based compensation.

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Options
6 Months Ended
Mar. 31, 2014
Notes to Financial Statements '
Note 6 - Options '

In connection with the JV Agreement described in Note 1, we issued options to purchase 375,000 shares of our common stock. The options have a term of 10 years, are exercisable at $0.0067 per share and vest twelve months from the date of issuance, October 10, 2013.

 

The fair value of the options, estimated at the date of grant using the Black-Scholes option pricing model was $2,413. The options have been expensed to the cost of the project which we are not moving forward on. The following assumptions were used in the Black-Scholes option pricing model:

 

Expected life (in years)     10   
Volatility (based on a comparable companies)     130  %
Risk Free interest rate     2.71  %
Dividend yield (on common stock)      

 

During the three months ended December 31, 2013 we issued options to purchase 1,125,000 shares of our common stock (375,000 to each of our Chief Executive Officer and two Directors). The options have a term of 10 years, are exercisable at $0.0067 per share and vest one year from the date of issuance. In addition we issued options to purchase 262,500 shares of our common stock to our Chief Financial Officer. The options have a term of 10 years, are exercisable at $0.0067 per share and vest quarterly over the next year.

 

The fair value of the options, estimated at the date of grant using the Black-Scholes option pricing model was $5,859. The options have been expensed to the cost of the project which we are not moving forward on. The following assumptions were used in the Black-Scholes option pricing model:

 

Expected life (in years)     10   
Volatility (based on a comparable companies)     130  %
Risk Free interest rate     2.71  %
Dividend yield (on common stock)      

 

In January 2014 all of the option issued to the officers and directors were cancelled.

 

In March 2014, we issued non-qualified options to purchase 2,916,000 shares of our common stock for services rendered. The options have a term of 10 years, are exercisable at $0.0067 per share and vested when they were issued.

 

The fair value of the options, estimated at the date of grant using the Black-Scholes option pricing model was $9,101. The options have been expensed equity based compensation. The following assumptions were used in the Black-Scholes option pricing model:

 

Expected life (in years)     10   
Volatility (based on a comparable companies)     123  %
Risk Free interest rate     2.73  %
Dividend yield (on common stock)      

 

The following is a summary of outstanding stock options issued to employees and directors as of March 31, 2014:

 

   

Number of

 Options

   

Exercise

 price

 per share

   

Average

 remaining

 term in years

   

Aggregate

 intrinsic value

 at date of grant

 
Outstanding September 30, 2013         $           $ -  
Issued     1,387,500     $ 0.0067              -  
Cancelled     1,387,500     $ 0.0067              -  
Outstanding March 31, 2014                           -  
Exercisable         $           $ -  

 

The following is a summary of outstanding stock options issued to non-employees as of March 31, 2014:

 

   

Number of

 Options

   

Exercise

 price

 per share

   

Average

 remaining

 term in

years

   

Aggregate

 intrinsic value

 at date of grant

 
Outstanding September 30, 2013          $           $ -  
Issued     3,291,000      $ 0.0067        9.91        -  
Cancelled          $             -  
Outstanding March 31, 2014     3,291,000               9.91        -  
Exercisable     2,916,000     $       9.95      $ -  

 

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Income Tax
6 Months Ended
Mar. 31, 2014
Notes to Financial Statements '
Note 7 - Income Tax '

We account for income taxes in interim periods in accordance with ASC Topic 740, Income Taxes (“ASC 740”). We have determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during our fiscal year to our best current estimate. As of March 31, 2014 the estimated effective tax rate for the year will be zero.

 

There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2010 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of operations. There have been no income tax related interest or penalties assessed or recorded.

 

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

 

For the three and six month periods ended March 31, 2014 and 2013 we did not have any interest and penalties associated with tax positions. As of March 31, 2014 we did not have any significant unrecognized uncertain tax positions.

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Subsequent Events
6 Months Ended
Mar. 31, 2014
Notes to Financial Statements '
Note 8 - Subsequent Events '

On April 29, 2014, we closed on a private placement for the sale of 3,175,000 shares for gross proceeds of $635,000, ($0.20 per share). We incurred expenses of $75,875, consisting primarily of legal fees. The net proceeds were $559,125.

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Significant Accounting Policies (Policies)
6 Months Ended
Mar. 31, 2014
Significant Accounting Policies Policies '
Expenses associated with exploring business opportunities '

We were exploring opportunities related to solutions for the treatment and recycling of waste water resulting principally from oil and gas exploration and productions activities. We determined not to proceed in that industry. Costs included legal fees, fees associated with the assumption of PWS Notes and other payments under the JV Agreement, consulting fees, attending conferences, web development, and travel. These costs include a non-cash charge of $102,932 which is the assumption of debt related to the JV Agreement (See Note 4) and $2,413 which is the fair value of options granted to PWS (See Note 6).

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Options (Tables)
6 Months Ended
Mar. 31, 2014
Option One '
Schedule of Stock Options Valuation Assumptions '

The options have been expensed to the cost of the project which we are not moving forward on. The following assumptions were used in the Black-Scholes option pricing model:

 

Expected life (in years)     10   
Volatility (based on a comparable companies)     130  %
Risk Free interest rate     2.71  %
Dividend yield (on common stock)      
Option Two '
Schedule of Stock Options Valuation Assumptions '

The options have been expensed to the cost of the project which we are not moving forward on. The following assumptions were used in the Black-Scholes option pricing model:

 

Expected life (in years)     10   
Volatility (based on a comparable companies)     130  %
Risk Free interest rate     2.71  %
Dividend yield (on common stock)      
Option Three '
Schedule of Stock Options Valuation Assumptions '

The options have been expensed equity based compensation. The following assumptions were used in the Black-Scholes option pricing model:

 

Expected life (in years)     10   
Volatility (based on a comparable companies)     123  %
Risk Free interest rate     2.73  %
Dividend yield (on common stock)      
Employees '
Summary of outstanding stock options issued '

The following is a summary of outstanding stock options issued to employees and directors as of March 31, 2014:

 

   

Number of

 Options

   

Exercis

price per share

   

Average

 remaining term in years

   

Aggregate

 intrinsic value at date of grant

 
Outstanding September 30, 2013         $           $ -  
Issued     1,387,500     $ 0.0067              -  
Cancelled     1,387,500     $ 0.0067              -  
Outstanding March 31, 2014                           -  
Exercisable         $           $ -  

 

Non - Employees '
Summary of outstanding stock options issued '

The following is a summary of outstanding stock options issued to non-employees as of March 31, 2014:

 

   

Number of

 Options

   

Exercise

 price

 per share

   

Average

 remaining

 term in

years

   

Aggregate

 intrinsic value

 at date of grant

 
Outstanding September 30, 2013          $           $ -  
Issued     3,291,000      $ 0.0067        9.91        -  
Cancelled          $             -  
Outstanding March 31, 2014     3,291,000               9.91        -  
Exercisable     2,916,000     $       9.95      $ -  

 

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Basis of Presentation, Nature of Operations and Going Concern (Details Narrative) (USD $)
6 Months Ended
Mar. 31, 2014
Basis Of Presentation Nature Of Operations And Going Concern Details Narrative '
Date of Incorporation Dec 18, 2007
State of Incorporation 'Nevada
Accumulated deficit $ 962,614
Working capital deficit $ 528,757
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Due to Related Party (Details Narrative) (USD $)
3 Months Ended 6 Months Ended 75 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Sep. 30, 2013
Common stock issued 70,313,000 ' 70,313,000 ' 70,313,000 330,750,000
Common Stock Value $ 7,031 ' $ 7,031 ' $ 7,031 $ 33,075
Gain on the settlement of debt '   '   24,650 '   24,650 '
Former Officer [Member] ' ' ' ' ' '
Common stock issued 1,479,000 ' 1,479,000 ' 1,479,000 '
Loan 34,510 ' 34,510 ' 34,510 '
Common Stock Value 9,860 ' 9,860 ' 9,860 '
Gain on the settlement of debt ' ' $ 24,650 ' ' '
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Options (Details) (USD $)
6 Months Ended
Mar. 31, 2014
Expected life (in years) '10 years
Option One '
Expected life (in years) '10 years
Volatility (based on a comparable company) 130.00%
Risk Free interest rate 2.71%
Dividend yield (on common stock) '  
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Options (Details 1) (USD $)
6 Months Ended
Mar. 31, 2014
Expected life (in years) '10 years
Option Two '
Expected life (in years) '10 years
Volatility (based on a comparable company) 130.00%
Risk Free interest rate 2.71%
Dividend yield (on common stock) '  
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Options (Details 2) (USD $)
6 Months Ended
Mar. 31, 2014
Expected life (in years) '10 years
Option Three '
Expected life (in years) '10 years
Volatility (based on a comparable company) 123.00%
Risk Free interest rate 2.73%
Dividend yield (on common stock) '  
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Options (Details 3) (Employees, USD $)
6 Months Ended
Mar. 31, 2014
Employees '
Number of Options '
Options outstanding '  
Options Issued 1,387,500
Options Cancelled 1,387,500
Options outstanding '  
Options Exercisable '  
Exercise price per share '
Exercise price per options outstanding '  
Exercise price per options issued $ 0.0067
Exercise price per options cancelled $ 0.0067
Exercise price per options outstanding '  
Exercise price per options exercisable '  
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Options (Details 4) (Non - Employees, USD $)
6 Months Ended
Mar. 31, 2014
Non - Employees '
Number of Options '
Options outstanding '  
Options Issued 3,291,000
Options Cancelled '  
Options outstanding 3,291,000
Options Exercisable 2,916,000
Exercise price per share '
Exercise price per options outstanding '  
Exercise price per options issued $ 0.0067
Exercise price per options cancelled '  
Exercise price per options outstanding '  
Exercise price per options exercisable '  
Average remaining term in years '
Average remaining term in years issued '9 years 10 months 28 days
Average remaining term in years outstanding '9 years 10 months 28 days
Average remaining term in years exercisable '9 years 11 months 12 days
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Options (Details Narrative) (USD $)
6 Months Ended
Mar. 31, 2014
Options Term '10 years
Options exercisable $ 0.0067
Common stock for services 2,916,000
CEO '
Options Issued 375,000
Directors One '
Options Issued 375,000
Directors Two '
Options Issued 375,000
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Income Tax (Details Narrative)
6 Months Ended
Mar. 31, 2014
Income Tax Details Narrative '
Estimated effective tax rate 0.00%
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