10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2012

OR

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

STAKOOL, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 00-24723

STAKOOL, INC.

(Name of small business issuer in its charter)

Nevada	00-24723	88-0393257
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

1111 Alderman Drive, Suite 210

Alpharetta, Georgia 30005

(Address of Principal Executive Offices)

(770) 521-9826

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.00001 par value

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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-T (§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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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. (Check one):

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 Act). Yes [  ] No [X]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 29, 2012, was 97,264,167. As of April 8, 2013 the registrant had 3,156,666,666 shares of its common stock, par value $0.00001; 0 shares of its Preferred A Series stock, par value $0.00001; 1 share of its Preferred B Series stock, par value $0.00001; and 308,180 shares of its Preferred C Series stock, par value $0.00001 outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note

The purpose of this Amendment No. 1 (this “Amendment”) to Stakool, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on April 16, 2013 (the “Form 10-K”), is (i) to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T and (ii) to correct, on the cover page to the Form 10-K, scrivener’s errors and the number of shares issued and outstanding.

No other modifications or changes have been made to the Form 10-K. This Amendment speaks as of the original filing date of the Form 10-K, 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-K.

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 Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

PART IV

Item 15. Exhibits, Financial Statements, Schedules

3.1	Articles of Incorporation, as amended, incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 18, 2000.
3.2	Bylaws, incorporated by reference to the Company’ Registration Statement on Form 10/A filed with the Securities and Exchange Commission on December 17, 1998
3.3	Certificate of Designation, incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 31, 2012.
3.4	Certificate of Correction, incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 31, 2012.
4.1	Amendment to Amended Payment Schedule, incorporated by reference to the Company’s Form 8-K/A filed with the Securities and Exchange Commission on May 15, 2012.
31.1	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)) *
31.2	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))*
32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase**
101.DEF	XBRL Taxonomy Extension Definition Linkbase**
101.LAB	XBRL Taxonomy Extension Label Linkbase**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase**

* These exhibits were previously included in Stakool, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on April 16, 2013.

** In accordance with Regulation S-T, the XBRL-related information on Exhibit No. 101 to this Annual Report on Form 10-K shall be deemed “furnished” herewith and not “filed.”

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	STAKOOL, INC.
Date: April 19, 2013	By:	/s/ Joseph C. Canouse
	Name:	Joseph C. Canouse
	Title:	Chief Executive Officer
		(Principal Executive Officer)
		(Principal Financial Officer)
		(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joseph C. Canouse	Chief Executive Officer, Principal Executive	April 19, 2013
Joseph C. Canouse	Officer, Principal Financial Officer,
	Principal Accounting Officer, Sole Director

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Stockholders' Equity (Deficit) (Details Narrative) (USD $)	0 Months Ended				12 Months Ended		0 Months Ended									1 Months Ended	12 Months Ended
	Mar. 15, 2013	Jan. 28, 2013	Oct. 05, 2012	Sep. 14, 2012	Dec. 31, 2012	Dec. 31, 2011	Mar. 09, 2013 Ironridge Global [Member]	Dec. 31, 2012 Ironridge Global [Member]	Apr. 26, 2012 Ironridge Global [Member]	Dec. 31, 2012 Series A Preferred Stock [Member]	Dec. 31, 2011 Series A Preferred Stock [Member]	Dec. 31, 2012 Series B Preferred Stock [Member]	Dec. 31, 2011 Series B Preferred Stock [Member]	Dec. 31, 2012 Series C Preferred Stock [Member]	Dec. 31, 2011 Series C Preferred Stock [Member]	Oct. 31, 2012 Convertible Preferred C Stock [Member]	Dec. 31, 2012 Convertible Preferred C Stock [Member]	Dec. 31, 2012 Convertible Preferred C Stock [Member]	Dec. 31, 2012 Convertible Preferred B Stock [Member]	Dec. 31, 2012 Preferred C Stock [Member	Dec. 31, 2012 Preferred A Stock [Member]	Dec. 31, 2012 Anthus Life [Member]	Dec. 31, 2012 Common Stock [Member]	Dec. 31, 2011 Common Stock [Member]
Common stock, shares authorised					4,000,000,000	4,000,000,000
Common stock, par value					$ 0.00001	$ 0.001
Preferred stock, shares authorized						10,000,000				100,000,000		10	10	30,000,000	30,000,000
Preferred stock, par value						$ 0.001				$ 0.00001	$ 0.001	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
shares of restricted common stock to initial private placement investors																						1,950,000
Stock issued during period for services, shares	70,000,000	155,698,106	375,000,000			4,450,000											35,000	9,000					1,650,000	4,450,000
Stock issued during period for deferred services, shares																		9,000
Stock issued during period for stock based compensation, shares				400,000,000	2,000,000,000													35,000	1
Stock held in treasury, retired																								35,878,570
Shares issued during period for conversion of debt, shares					411,354,727
Shares issued during period for conversion of debt					$ 93,443
Shares issued during period to unrelated party, shares					100,000
Shares issued during period to unrelated party					2,000
Shares issued during period for cash, shares						3,290,000														5,200				3,290,000
Shares issued during period for cash						329,000														13,000				3,289
Stock issued for settlement of debt									$ 284,917
Stock issued for settlement of debt, shares									9,715,000
Additional unrestricted stock issued during period								526,000,000
Common stock issued during periond for aquisition					2,650,000
Stock issued during period							300,000,000									282,980
Shares of restricted common stock to initial private placement investors																					10,000,000	15,000,000

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Property and Equipment (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Depreciation expense	$ 483	$ 458
Minimum [Member]
Property, plant and equipment, useful life	3 years
Maximum [Member]
Property, plant and equipment, useful life	7 years

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Subsequent Events (Details Narrative) (USD $)	0 Months Ended					3 Months Ended	12 Months Ended		0 Months Ended
	Mar. 15, 2013	Jan. 28, 2013	Oct. 04, 2012	Oct. 05, 2012	Aug. 20, 2012	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Mar. 13, 2013 Senior Secured Convertible Promissory Notes 1 [Member]	Mar. 13, 2013 Senior Secured Convertible Promissory Notes 2 [Member]	Mar. 13, 2013 Senior Secured Convertible Promissory Notes 3 [Member]	Feb. 08, 2013 Elsa Desousa [Member]	Mar. 14, 2013 Asher Enterprises Inc. [Member]	Feb. 20, 2013 Asher Enterprises Inc. [Member]	Feb. 06, 2013 Asher Enterprises Inc. [Member]	Mar. 09, 2013 Peter Hellwig [Member]	Feb. 21, 2013 Peter Hellwig [Member]	Mar. 09, 2013 Ironridge Global [Member]	Jan. 04, 2013 Series C Preferred Stock [Member]
Stock issued for consideration of investment, shares																			2,000
Stock issued for consideration of investment																			$ 5,000
Stock issued during period for services, shares	70,000,000	155,698,106		375,000,000				4,450,000
Proceeds from convertible promissory notes							150,800	10,000						27,500	10,500
Interest on convertible promissory notes														8.00%	8.00%
Maturity date of notes														Nov. 22, 2013	Nov. 11, 2013
Cancellation of series C preferred stock					10,000							25,000
Convertible note payable			30,000						34,500	35,000	40,000
Convertible debt, interest rate during period									12.00%	12.00%	12.00%
Restricted common shares returned to treasury																400,000,000	500,000,000
Number of treasury shares held																	2,000,000,000
Stock issued during period																		300,000,000
Converting amount of debt							47,110						8,200
Convertible principal amount of debt			33,333				53,000						32,500
Notes converted into number of common stock						10,000,000							136,666,666
Conversion price													$ 0.00006
Convertible note remaining balance													$ 24,300

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING BASIS

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP accounting”). The Company has adopted a December 31 fiscal year end.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial statements of the Stakool, Inc. and its wholly-owned subsidiary Anthus Life Corp. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.

CASH AND CASH EQUIVALENTS

Stakool considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2012 and 2011, the Company had $338 and $15,560 of cash, respectively.

CASH FLOWS REPORTING

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments are carried at the approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FAIR VALUE MEASUREMENTS

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

● Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

DEFERRED INCOME TAXES AND VALUATION ALLOWANCE

The Company accounts for income taxes under FASB ASC 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

INVENTORIES

Inventories consist of natural and organic food products, wrappers and boxes, and are stated at the lower of cost or market. Cost is determined on the average cost method. Inventories are reviewed and reconciled quarterly. As of December 31, 2012, all inventories were written off due to spoilage.

ACCOUNTS RECEIVABLE

The Company’s receivables consist of billings to customers for products invoiced and shipped. The Company charges off receivables if they determine that the amount is no longer collectible. The allowance for bad debts is determined based on management’s estimate of uncollectible receivables. The allowance for doubtful accounts on receivables was $0 as of December 31, 2012. Bad debt expense related to customer receivables for the year ended December 31, 2012 was $462.

PROPERTY AND EQUIPMENT

The capital assets are being depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for book purposes.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2012 and 2011. As of December 31, 2012 and 2011, the Company had no dilutive potential common shares.

REVENUE RECOGNITION

The Company derives revenue from the sale of its products. The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

SHARE-BASED EXPENSE

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the years ended December 31, 2012 and 2011 totaled $3,062,015 and $1,013,937, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

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Notes and Convertible Notes Payable (Details Narrative) (USD $)	0 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended					1 Months Ended
	Oct. 04, 2012	Dec. 31, 2011	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2011 Promissory Note [Member]	Dec. 31, 2010 Promissory Note [Member]	Dec. 31, 2009 Promissory Note [Member]	Feb. 28, 2011 Notes Payable 1 [Member]	Feb. 28, 2011 Notes Payable 2 [Member]
Proceeds from issuance of notes								$ 35,000	$ 5,000	$ 5,000
Note interest rate								6.00%
Interest expense						2,100	2,100
Conversion price									$ 0.001	$ 0.001
Total accrued interest	3,333	5,299			5,299
Total notes		10,000			10,000
Notes converted into number of common stock			10,000,000
Convertible amount of debt	33,333			53,000
Loss on conversion of debt to stock	106,242
Proceeds from borrowings		6,000
Loans		$ 6,000		$ 6,000	$ 6,000

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Stock Payable (Details Narrative) (USD $)	12 Months Ended		0 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Apr. 26, 2012 Ironridge [Member]	Dec. 31, 2012 Ironridge [Member]
Settlement amount as per agreement			$ 284,917
Shares receive by entity			1,000,000
Value receive by entity			332,748
Divided percentage for calculate aggregate value			0.70
Minimum aggregate trading value			1,750,000
Maximum percentage to receive shares of common stock			0.0999
Initial issuance shares			9,715,000
Common stock outstanding shares	3,375,231,494	43,311,767	87,549,167
Additional shares received	526,000,000
Remaining balance of the stock payable	$ 295,318			$ 295,318
Minimum period for not to hold any common stock				180 days

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Notes and Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Debt Discount	$ (5,787)
Total notes payable	102,013
Less current maturities	102,013
Notes Payable [Member]
Total notes payable	22,800
Convertible Promissory Note [Member]
Total notes payable	32,500
Convertible Promissory Note To Asher Enterprises, Inc. [Member]
Total notes payable	32,500
Convertible Promissory Note To Shareholder [Member]
Total notes payable	$ 20,000

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Notes and Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) (USD $)	3 Months Ended			0 Months Ended
	Mar. 31, 2012	Oct. 04, 2012	Dec. 31, 2011	Mar. 02, 2012 Notes Payable [Member]	Oct. 05, 2012 Convertible Promissory Note [Member]	Aug. 15, 2012 Convertible Promissory Note To Asher Enterprises, Inc. [Member]	Jan. 16, 2012 Convertible Promissory Note To Shareholder [Member]
Proceeds from issuance of notes				$ 35,800	$ 32,500	$ 32,500	$ 50,000
Note interest rate				0.00%	8.00%	8.00%	10.00%
Loan maturity date					Jul. 10, 2013	May 17, 2013	Jan. 16, 2013
Increased interest rate					0.22	0.22
Convertible common stock discount at market price					45.00%	45.00%
Notes converted into number of common stock	10,000,000						100,000
Conversion price							$ 0.05
Accrued interest		3,333	5,299
Debt principal		$ 30,000

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Nature of Business

12 Months Ended

Dec. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

NOTE 1 – NATURE OF BUSINESS

ORGANIZATION

Stakool, Inc. f/k/a Mod Hospitality, Inc. (“the Company” or “Stakool”) was incorporated in the State of Delaware in 1993. In 1997, the Company changed its Corporate Charter to the State of Nevada. On July 22, 2011, Stakool entered into an agreement of Purchase and Sale with Anthus Life Corp. (“Anthus”) where Anthus acquired 74,834,313 of the issued and outstanding shares of Stakool. Anthus operates as a wholly owned subsidiary of Stakool.

Anthus Life Corp. was incorporated in Nevada on June 4, 2009. Anthus is a developer and manufacturer of natural and organic food products packaged for consumer consumption. The company has one product line in the natural food category currently, and will deploy several additional product lines fostering rapid growth in retail accounts, consumer exposure and revenue.

The company is headquartered in Jacksonville, FL.

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Related Party Transactions (Details Narrative) (USD $)

0 Months Ended

12 Months Ended

Mar. 15, 2013

Jan. 28, 2013

Oct. 05, 2012

Sep. 14, 2012

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2012

Convertible Preferred B Stock [Member]

Dec. 31, 2012

Convertible Preferred C Stock [Member]

Dec. 31, 2012

Convertible Preferred C Stock [Member]

Stock issued during period for stock based compensation, shares

400,000,000

2,000,000,000

1

35,000

Stock based compensation, description

Company issued 2,000,000,000 shares of common stock and 1 share of convertible preferred B stock to an officer and director that has been classified as stock based compensation

Consulting expenses paid

$ 65,600

$ 50,000

Stock issued for services, shares

70,000,000

155,698,106

375,000,000

4,450,000

35,000

9,000

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Consolidated Balance Sheets (USD $)	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash	$ 338	$ 15,560
Accounts receivable		3,211
Prepaid expenses		334,263
Inventories		21,925
Total current assets	338	374,959
Property and equipment, net	828	1,311
Other assets:
Deposits	1,700	1,700
Total assets	2,866	377,970
Current liabilities:
Accounts payable	259,395	14,710
Due for acquisition		220,000
Customer deposit	144
Stock payable	295,318
Notes payable		35,000
Loan payable	6,000	6,000
Convertible notes payable, net of debt discount	102,013	10,000
Accrued interest	2,451	10,299
Total current liabilities	665,321	296,009
Total liabilities	665,321	296,009
Shareholders' equity (deficit)
Common stock, 4,000,000,000 shares authorized; 3,375,231,494, par value $0.00001 and 43,311,767, par value $0.001 shares issued and outstanding as of December 31, 2012 and 2011 respectively	33,008	43,312
Preferred stock		10,000
Additional paid-in capital	6,296,248	1,556,450
Treasury stock	208	56,638
Deferred compensation	(22,500)
Accumulated deficit	(6,969,422)	(1,584,439)
Total shareholders' equity (deficit)	(662,455)	81,961
Total liabilities and shareholders' equity (deficit)	2,866	377,970
Series A Preferred Stock [Member]
Shareholders' equity (deficit)
Preferred stock		10,000
Series B Preferred Stock [Member]
Shareholders' equity (deficit)
Preferred stock
Series C Preferred Stock [Member]
Shareholders' equity (deficit)
Preferred stock	$ 3

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Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Statement of Stockholders' Equity [Abstract]
Stock price per share		$ 0.10
Adjustment for new par value	$ 0.00001
Preferred stock, per share	$ 2.50

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Income Taxes - Schedule of Provision for Federal Income Tax (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Federal income tax benefit , Current operations	$ 1,830,894	$ 450,412
Federal income tax benefit, Less: valuation allowance	(1,830,894)	(450,412)
Net provision for Federal income taxes	$ 0	$ 0

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Schedule of Provision for Federal Income Tax

The provision for Federal income tax consists of the following for the years ended December 31, 2012 and 2011:

	2012			2011
Federal income tax benefit attributable to:
Current operations	$	1,830,894		$	405,412
Less: valuation allowance		(1,830,894	)		(405,412	)
Net provision for Federal income taxes	$	0		$	0

Schedule of Deferred Tax

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2012 and 2011:

		2012		2011
Deferred tax asset attributable to:
Net operating loss carryover	$	2,369,603		$	538,709
Less: valuation allowance		(2,369,603	)		(538,709	)
Net deferred tax asset	$	0		$	0

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Income Taxes - Schedule of Deferred Tax (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Net operating loss carryover	$ 2,369,603	$ 538,709
Less: valuation allowance	(2,369,603)	(538,709)
Net deferred tax asset	$ 0	$ 0

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Summary of Significant Accounting Policies (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounting Policies [Abstract]
Cash and cash equivalents	$ 338	$ 15,560	$ 87,431
Allowance for Doubtful Accounts Receivable	0
Bad debt expense related to customer receivables	462
Share based compensation	$ 3,062,015	$ 1,013,937

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Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net loss for the year	$ (5,384,983)	$ (1,324,741)
Adjustments to reconcile net loss to net cash used in operating activities
Forgiveness of debt	(3,750)
Depreciation expense	483	458
Amortization of debt discount	30,013
Issuance of Preferred C stock for loyalty	707,450
Issuance of Common and Preferred C stock for services	3,062,015	1,013,937
Loss on stock issuance	262,500
Loss on debt settlement	320,688
Loss on note conversion	106,242
Change in assets and liabilities:
Accounts and other receivables	3,211	(3,211)
Prepaid expense	334,263	2,766
Inventories	21,925	2,781
Accounts payable	309,601	9,846
Customer deposits	144
Stock payable	47,831
Accrued interest	3,345	7,100
Net cash used in operating activities	(179,022)	(291,064)
Cash flows from investing activities:
Purchase of property and equipment		(507)
Payments received on note receivable - related party		35,000
Net cash provided by investing activities		34,493
Cash flows from financing activities:
Proceeds from loans payable		6,000
Proceeds from convertible notes payable	150,800	10,000
Payments made on due to director loan		(100)
Payments on due for acquisition		(130,000)
Equity issuance costs		(30,200)
Proceeds from sale of Common stock		329,000
Proceeds from sale of Preferred C stock	13,000
Net cash provided by financing activities	163,800	184,700
Decrease in cash and cash equivalents	(15,222)	(71,871)
Cash and cash equivalent, beginning of period	15,560	87,431
Cash and cash equivalents, end of period	338	15,560
Supplemental cash flow information:
Cash paid for income taxes
Cash paid for interest
Supplemental non-cash investing and financing activities:
Issuance of stock payable for debt settlement	284,917
Stock issued against stock payable	37,430
Stock issued for accrued interest	11,193
Stock issued to settle note payable	31,250
Stock issued against convertible debt	53,000
Initial valuation of debt discount	35,800
Note payable recorded in connection with acquisition/merger		350,000
Issuance of stock for deferred compensation	22,500
Prepaid expense recorded from stock issued for services		$ 331,063

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Common stock, shares authorised	4,000,000,000	4,000,000,000
Common stock, shares issued	3,375,231,494	43,311,767
Common stock, shares outstanding	3,375,231,494	43,311,767
Common stock, par value	$ 0.00001	$ 0.001
Preferred stock, shares authorized		10,000,000
Preferred stock, par value		$ 0.001
Series A Preferred Stock [Member]
Preferred stock, shares authorized	100,000,000
Preferred stock, par value	$ 0.00001	$ 0.001
Preferred stock, shares issued	0	10,000,000
Preferred stock, shares outstanding	0	10,000,000
Series B Preferred Stock [Member]
Preferred stock, shares authorized	10	10
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares issued	1	0
Preferred stock, shares outstanding	1	0
Series C Preferred Stock [Member]
Preferred stock, shares authorized	30,000,000	30,000,000
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares issued	341,180	0
Preferred stock, shares outstanding	341,180	0

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Going Concern

12 Months Ended

Dec. 31, 2012

Notes to Financial Statements

Going Concern

NOTE 10 – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Apr. 08, 2013	Jun. 29, 2012
Document And Entity Information
Entity Registrant Name	STAKOOL, INC.
Entity Central Index Key	0001058330
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 97,264,167
Entity Common Stock, Shares Outstanding		3,156,666,666
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2012

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Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

Subsequent Events

NOTE 11 – SUBSEQUENT EVENTS

On January 4, 2013 the Company issued 2,000 Preferred C Series shares in consideration for a $5,000 investment received from a third party.

On January 28, 2013 and March 15, 2013, the Company issued 155,698,106 and 70,000,000 shares of its common stock, respectively, without restriction, for outsourced professional services.  The Company registered the common stock with the Securities and Exchange Commission on Form S-8 on September 14, 2012, with additional shares, registered under Form S-8 filed on January 23, 2013.

On February 6, 2013, the Company signed a convertible note with Asher Enterprises for $10,500 in proceeds. This note carries an annual percentage rate of 8% with a maturity date of November 11, 2013.

On February 8, 2013, through majority vote of the Board of Directors, the Board removed Elsa Desousa. The Board unanimously agreed that the services of Ms. Desousa were no longer required. The removal of Ms. Desousa also canceled the 25,000 Preferred C Series share that were initially issued to her on September 24, 2012.

On February 8, 2013, the Company terminated three consulting agreements with Richard Desousa, Kenneth Radcliffe and Ana Pastorfide. The services performed by these individuals did not satisfactorily benefit the Company’s strategic direction, and as a result, management deemed it no longer necessary to maintain these agreements.

On March 13, 2013, the Company delivered three Senior Secured Convertible Promissory Notes, in the respective principal amounts of $34,500, $35,000 and $40,000, for outsourced professional services.  All of such notes provide for interest at the rate of 12% per annum, are payable on demand, and provide for conversion at the 5-day average closing bid price multiplied by 3.

On February 8, 2013 the Company terminated a consulting agreement it had with 701877 Canada, Inc. for lack of performance, the consultant was originally issued 10,000 Preferred C Series shares on August 20, 2012, and these shares have been cancelled with this termination.

On February 20, 2013, the Company signed a convertible note with Asher Enterprises for $27,500 in proceeds. However, as of the date of this filing, this note has not yet been funded. The terms, once funded, state that the note carries and annual percentage rate of 8% with a maturity date of November 22, 2013.

On February 21, 2013 and March 9, 2013, Peter Hellwig returned 500,000,000 shares and 400,000,000 shares respectively of his 2 billion restricted common shares to treasury.

On March 9, 2013 the Company issued 300,000,000 shares of common its common stock to Ironridge Global in continued satisfaction of the 3(a)(10) Order for Approval of Stipulation for Settlement of Claims entered into between the Company and Ironridge Global on April 27, 2012.

On March 14, 2013 Asher Enterprises exercised its conversion rights on its note dated August 15, 2012 converting $8,200 of the $32,500 principle balance into 136,666,666 shares at $0.00006, leaving a remaining balance on the note of $24,300.

On March 15, 2013, the Board of Directors voted on the approval of a Change of Control in the management of the Company going forward. As a result, the, then current, Board of directors consisting of Peter Hellwig, Christian Breda and Kenji Katayama resigned their respective positions, and approved the appointment of Joseph C. Canouse as the sole Director and President and CEO of Stakool, Inc. and all of it operations.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2012 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

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Consolidated Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Revenues	$ 17,435	$ 16,710
Cost of goods sold	36,491	24,120
Gross loss	(19,056)	(7,410)
Operating expenses
Professional fees	454,201	160,952
Stock based compensation	3,062,015	1,013,937
Rent	16,445	16,475
Selling, general & administrative	401,779	118,867
Total operating expenses	3,934,440	1,310,231
Loss from operations	(3,953,496)	(1,317,641)
Forgiveness of debt	3,750
Interest expense	(8,344)	(7,100)
Amortization of debt discount	(30,013)
Loss on debt settlement	(320,688)
Loss on note settlement	(106,242)
Loss on stock issuance	(262,500)
Loyalty expense	(707,450)
Total other income (expenses)	(1,431,487)	(7,100)
Loss before provision for income taxes	(5,384,983)	(1,324,741)
Provision for income taxes	0	0
Net (loss)	$ (5,384,983)	$ (1,324,741)
Loss per common shares basic and diluted	$ (0.01)	$ (0.08)
Basic and diluted weighted average number of common shares outstanding	864,334,607	17,172,526

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Stock Payable

12 Months Ended

Dec. 31, 2012

Stock Payable

Stock Payable

NOTE 5 – STOCK PAYABLE

On April 26, 2012, The Company entered into an agreement with Ironridge Global to settle $284,917.22 in accounts payable (which includes the balance of the Note Payable for the acquisition of Stakool by Anthus Life Corp., outstanding legal fees, filing fees, packaging costs and certain manufacturing costs), in exchange for unregistered shares of common stock. Pursuant to an order approving stipulation for settlement of claims between Ironridge and the Company, Ironridge is entitled to receive 1 million common shares plus that number of shares with an aggregate value equal to $332,748, divided by 70% of the following: the volume weighted average price of the issuer’s common stock over that number of consecutive trading days following the date of receipt required for the aggregate trading volume to exceed $1.75 million, not to exceed the arithmetic average of the individual daily volume weighted average prices of any five trading days during such period.

Ironridge is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the Company’s total outstanding shares at any one time. Ironridge received an initial issuance of 9,715,000 shares, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For purposes of calculating the percent of class, the initial issuance to Ironridge was based upon a total of 87,549,167 shares of common stock outstanding immediately prior to the issuance of shares to Ironridge, such that 9,715,000 shares issued would represent approximately 9.99% of the outstanding common stock after such issuance. Ironridge received an additional 526,000,000 shares during the year ended December 31, 2012 and the remaining balance of the stock payable was $295,318 as of December 31, 2012.

In connection with the transaction, Ironridge agreed not to hold any short position in the issuer’s common stock, and not to engage in or affect, directly or indirectly, any short sale until at least 180 days after the end of the calculation period.

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Due for Acquisition

12 Months Ended

Dec. 31, 2012

Insurance [Abstract]

Due for Acquisition

NOTE 4 – DUE FOR ACQUISITION

On July 22, 2011, Stakool entered into an agreement of Purchase and Sale with Anthus where Anthus acquired all the shares of Stakool.

The Company recorded a liability in association with the agreement of purchase and sale in the amount of $350,000. The terms of the agreement required a $100,000 payment at closing with additional payments due over the next six months. The Company paid $30,000 of the remaining $250,000 during the year ended December 31, 2011. The payment terms were amended to require monthly payments between $15,000 and $30,000 from February 2012 through October 2012. As part of the amended terms, an additional $5,000 was added to the balance as interest. The balance for the amount due for acquisition was $220,000 as of December 31, 2011. An additional $5,000 of interest was also due at December 31, 2011. The entire balance was settled in 2012. See Note 5.

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Nature of Business (Details Narrative) (Anthus [Member])	0 Months Ended
	Jul. 22, 2011
Anthus [Member]
Shares issued and outstanding for acquisition	74,834,313

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Accounting Basis

ACCOUNTING BASIS

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP accounting”). The Company has adopted a December 31 fiscal year end.

Principles of Consolidation

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial statements of the Stakool, Inc. and its wholly-owned subsidiary Anthus Life Corp. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.

Cash and Cash Equivalents

CASH AND CASH EQUIVALENTS

Stakool considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2012 and 2011, the Company had $338 and $15,560 of cash, respectively.

Cash Flows Reporting

CASH FLOWS REPORTING

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

Fair Value of Financial Instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments are carried at the approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

● Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

● Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Deferred Income Taxes and Valuation Allowance

DEFERRED INCOME TAXES AND VALUATION ALLOWANCE

The Company accounts for income taxes under FASB ASC 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Inventories

INVENTORIES

Inventories consist of natural and organic food products, wrappers and boxes, and are stated at the lower of cost or market. Cost is determined on the average cost method. Inventories are reviewed and reconciled quarterly. As of December 31, 2012, all inventories were written off due to spoilage.

Accounts Receivable

ACCOUNTS RECEIVABLE

The Company’s receivables consist of billings to customers for products invoiced and shipped. The Company charges off receivables if they determine that the amount is no longer collectible. The allowance for bad debts is determined based on management’s estimate of uncollectible receivables. The allowance for doubtful accounts on receivables was $0 as of December 31, 2012. Bad debt expense related to customer receivables for the year ended December 31, 2012 was $462.

Property and Equipment

PROPERTY AND EQUIPMENT

The capital assets are being depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for book purposes.

Net Income (Loss) Per Common Share

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2012 and 2011. As of December 31, 2012 and 2011, the Company had no dilutive potential common shares.

Revenue Recognition

REVENUE RECOGNITION

The Company derives revenue from the sale of its products. The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Share-Based Expense

SHARE-BASED EXPENSE

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the years ended December 31, 2012 and 2011 totaled $3,062,015 and $1,013,937, respectively.

Recent Accounting Pronouncements

RECENT ACCOUNTING PRONOUNCEMENTS

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

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Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2012

Equity [Abstract]

Stockholders' Equity (Deficit)

NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)

The Company filed an amendment to its Articles of Incorporation with the state of Nevada on July 23, 2012 to change the designation of its capital and preferred stock, as follows. The authorized common stock of the Company consist of 4,000,000,000 shares with a par value $0.00001. The Company also has 100,000,000 shares of par value $0.00001 Preferred A stock authorized, 10 shares of par value $0.00001 Preferred B stock authorized, and 30,000,000 par value $0.00001 par value Preferred C stock authorized. The Company adjusted the par value and additional paid in capital accounts on its balance sheet at September 30, 2012 for common and Preferred A stocks.

During the year ended December 31, 2012, the Company issued 1,950,000 shares of restricted common stock to initial private placement investors in Anthus Life per terms of their subscription agreements.

During the year ended December 31, 2012, the Company issued 3,650,000 shares of common stock and 9,000 shares of Convertible Preferred C stock to consultants for services. The Company also issued 9,000 shares of Convertible Preferred C stock to a consultant for deferred services.

During the year ended December 31, 2012, he Company issued 2,650,000 shares of common stock to the former management per the acquisition agreement.

During the year ended December 31, 2012 the Company issued 2,000,000,000 shares of common stock, 35,000 shares of Convertible Preferred C stock and 1 share of Convertible Preferred B stock to related parties that has been classified as stock based compensation during the year ended December 31, 2012.

On January 10, 2012, the Company retired 35,878,570 shares of common stock held in treasury at December 31, 2011.

During the year ended December 31, 2012, the Company converted five convertible notes payable from non-related parties along with the accrued interest for a total of $93,443 into 411,354,727 shares of its common stock. The Company also issued 100,000 shares of common stock for $2,000 to a non-related party.

During the year ended December 31, 2012, the Company issued 5,200 shares of preferred C stock for $13,000 in cash.

On April 26, 2012, the Company entered into an agreement with Ironridge Global to settle $284,917 in accounts payable (which includes the balance of the Note Payable for the acquisition of Stakool by Anthus Life Corp., outstanding legal fees, filing fees, packaging costs and certain manufacturing costs), in exchange for unregistered shares of common stock. Ironridge received an initial issuance of 9,715,000 shares of the Company’s common stock. During the year ended December 31, 2012 the Company issued an additional 526,000,000 shares of unrestricted common stock to Ironridge.

On September 14, 2012, the Company filed a Form S-8 with the Securities and Exchange Commission. The Form S-8 registered 400,000,000 shares of its common stock in connection with the Company’s 2012 Incentive Stock Plan.

During the month of October 2012, the Company issued 282,980 shares of the Company’s Convertible Preferred C stock. The stock was issued as an addendum to the subscription agreements associated with the open private placement investments made by various investors between fiscal year 2009 and 2011.

On October 5, 2012 the Company issued 375,000,000 shares of its common stock without restriction to various consultants for services. The Company registered the common stock with the Securities and Exchange Commission on Form S-8 on September 14, 2012.

During the year ended December 31, 2012, the Company issued 1,5000,000 shares of restricted common stock to initial private placement investors in Anthus Life per terms of their subscription agreements.

During the year ended December 31, 2012 the Company retired 10,000,000 shares of its Preferred A stock, which accounted for all of the issued and outstanding Preferred A Stock.

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Notes and Convertible Notes Payable

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Notes and Convertible Notes Payable

NOTE 6 – NOTES AND CONVERTIBLE NOTES PAYABLE

The Company issued a promissory note for $35,000 during the period ended December 31, 2009. The note bears 6% interest, is unsecured and due on demand. Interest expense was $2,100 and $2,100 for the years ended December 31, 2011 and 2010, respectively. Total accrued interest on this loan was $5,299 as of December 31, 2011. The note and all accrued interest were converted to shares of common stock during the first quarter of 2012.

The Company issued two notes payable in the amount of $5,000 each in February 2011. The notes are unsecured, non-interest bearing and due on demand. The notes can be converted to common stock at the note holders’ discretion at $0.001 per share. The notes totaled $10,000 as of December 31, 2011. The notes were converted in full to 10,000,000 shares of common stock during the first quarter of 2012.

On October 4, 2012, a portion of a note payable and related accrued interest were assigned to an unrelated party. The entire principal and accrued interest amount of $33,333 were converted to shares of common stock per the terms of the amended convertible note payable. A loss on the conversion of the note to stock of $106,242 was recorded in other expenses.

The Company borrowed $6,000 in December 2011. The loan is unsecured, non-interest bearing and due on demand.

The balance of this loan was $6,000 as of December 31, 2012 and 2011, respectively.

Convertible notes payable consist of the following at December 31, 2012 and 2011:

Convertible	2012			2011
On March 1, 2012, the Company executed a note payable for proceeds of $35,800. The note bears 0% interest, is unsecured and due on demand.	$	22,800		$	-
On October 5, 2012, the Company executed a convertible promissory note for proceeds of $32,500. The note bears 8% interest and is secured by common stock of the Company. The loan matures on July 10, 2013. Any principal balance remaining after the due date is subject to an increased interest rate of 22% APR. The principal and interest can be convertible into shares of the Company’s common stock at a 45% discount to the market price.		32,500			-
On August 15, 2012, the Company executed a convertible promissory note to Asher Enterprises, Inc. for proceeds of $32,500. The note bears a 8% interest and is secured by common stock of the Company. The loan matures on May 17, 2013. Any principal balance remaining after the due date is subject to a increased interest rate of 22% APR. The principal and interest can be convertible into shares of the Company’s common stock at a 45% discount to the market price.		32,500			-
On January 16, 2012, the Company issued a convertible promissory note to a shareholder for proceeds of $50,000. The note bears 10% interest and is secured by common stock of the Company. The loan matures on January 16, 2013. Beginning 30 days before the maturity date of January 16, 2013, the note and any accrued interest is convertible into shares of the Company’s common stock at $0.05 per share. Additionally, the Company issued 100,000 shares of common stock in connection with the note. The value of the shares of common stock will be recorded as additional interest amortized over the life of the loan. On October 4, 2012, $30,000 of principal and $3,333 of accrued interest were assigned to an unrelated party.		20,000			-
Debt Discount		(5,787	)		-
Total notes payable	$	102,013		$	-
Less current maturities	$	102,013		$	-

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Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 7 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2012, the Company issued 2,000,000,000 shares of common stock and 1 share of convertible preferred B stock to an officer and director that has been classified as stock based compensation during the year ended December 31, 2012. The Company also recorded consulting expense paid to this director of $50,000 and $65,600 for consulting services during the years ended December 31, 2012 and 2011, respectively.

During the year ended December 31, 2012, the Company issued 35,000 shares of convertible preferred C stock for services rendered to related parties.

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 9 – INCOME TAXES

As of December 31, 2012, the Company had net operating loss carry forwards of $6,969,423 that may be available to reduce future years’ taxable income through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following for the years ended December 31, 2012 and 2011:

	2012			2011
Federal income tax benefit attributable to:
Current operations	$	1,830,894		$	405,412
Less: valuation allowance		(1,830,894	)		(405,412	)
Net provision for Federal income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2012 and 2011:

		2012		2011
Deferred tax asset attributable to:
Net operating loss carryover	$	2,369,603		$	538,709
Less: valuation allowance		(2,369,603	)		(538,709	)
Net deferred tax asset	$	0		$	0

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Income Taxes (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Net operating loss carryforwards		$ 6,969,423
Net operating loss carryforwards, expiration date	2032
Cumulative tax effect	34.00%	34.00%

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Notes and Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Schedule of Convertible Notes Payable

Convertible notes payable consist of the following at December 31, 2012 and 2011:

Convertible	2012			2011
On March 1, 2012, the Company executed a note payable for proceeds of $35,800. The note bears 0% interest, is unsecured and due on demand.	$	22,800		$	-
On October 5, 2012, the Company executed a convertible promissory note for proceeds of $32,500. The note bears 8% interest and is secured by common stock of the Company. The loan matures on July 10, 2013. Any principal balance remaining after the due date is subject to an increased interest rate of 22% APR. The principal and interest can be convertible into shares of the Company’s common stock at a 45% discount to the market price.		32,500			-
On August 15, 2012, the Company executed a convertible promissory note to Asher Enterprises, Inc. for proceeds of $32,500. The note bears a 8% interest and is secured by common stock of the Company. The loan matures on May 17, 2013. Any principal balance remaining after the due date is subject to a increased interest rate of 22% APR. The principal and interest can be convertible into shares of the Company’s common stock at a 45% discount to the market price.		32,500			-
On January 16, 2012, the Company issued a convertible promissory note to a shareholder for proceeds of $50,000. The note bears 10% interest and is secured by common stock of the Company. The loan matures on January 16, 2013. Beginning 30 days before the maturity date of January 16, 2013, the note and any accrued interest is convertible into shares of the Company’s common stock at $0.05 per share. Additionally, the Company issued 100,000 shares of common stock in connection with the note. The value of the shares of common stock will be recorded as additional interest amortized over the life of the loan. On October 4, 2012, $30,000 of principal and $3,333 of accrued interest were assigned to an unrelated party.		20,000			-
Debt Discount		(5,787	)		-
Total notes payable	$	102,013		$	-
Less current maturities	$	102,013		$	-

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Property and Equipment - Schedule of Property, Plant and Equipment (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Abstract]
Furniture and fixtures	$ 1,192	$ 1,192
Office equipment	649	649
Less: Accumulated depreciation	(1,013)	(530)
Property and equipment, net	$ 828	$ 1,311

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Consolidated Statement of Stockholders' Equity (Deficit) (USD $)	Common Stock [Member] USD ($)	Preferred Stock A [Member] USD ($)	Preferred Stock B [Member]	Preferred Stock C [Member] USD ($)	Additional Paid-In Capital [Mermber] USD ($)	Treasury Stock [Member] USD ($)	Deferred Compensation [Member] USD ($)	Accumulated Deficit [Member] USD ($)	Total USD ($)
Balance at Dec. 31, 2010	$ 3,785				$ 368,815			$ (259,698)	$ 112,902
Balance, shares at Dec. 31, 2010	3,784,500
Shares issued for cash at $0.10 per share	3,289				325,711				329,000
Shares issued for cash at $0.10 per share, shares	3,290,000								3,290,000
Equity issuance cost					(30,200)				(30,200)
Effects of reverse merge	79,426	10,000			(439,426)				(350,000)
Effects of reverse merge, shares	79,425,737	10,000,000
Stock returned to treasury	(56,638)					56,638
Stock returned to treasury, shares	(56,638,470)
Stock issued for services	4,450				440,550				445,000
Stock issued for services, shares	4,450,000								4,450,000
Stock issued for services to a related party	9,000				891,000				900,000
Stock issued for services to a related party, shares	9,000,000
Stock issued against stock payable
Loss on issuance of stock against stock payable
Loss on stock issued for convertible note
Net loss								(1,324,741)	(1,324,741)
Balance at Dec. 31, 2011	43,312	10,000			1,556,450	56,638		(1,584,439)	81,961
Balance, shares at Dec. 31, 2011	43,311,767	10,000,000
Stock issued for services	1,650				106,650				108,300
Stock issued for services, shares	1,650,000
Common stock issued for services	2,650				47,965				50,615
Common stock issued for services, shares	2,650,000
Correction of outstanding shares	1,950				(1,950)
Correction of outstanding shares, shares	1,950,000
Stock issued for debt conversion	17,422				29,688				47,110
Stock issued for debt conversion, shares	17,422,000
Stock issued for note payable sweetener	100				1,900				2,000
Stock issued for note payable sweetener, shares	100,000
Cancellation of previously issued stock					35,879	(35,879)
Stock issued against stock payable	9,715				34,003				43,718
Stock issued against stock payable, shares	9,715,000
Adjustment for new par value of $0.00001	(76,775)	(9,900)			107,226	(20,551)
Common stock issued for services	20				5,580				5,600
Common stock issued for services, shares	2,000,000
Preferred C stock issued for services					45,000		(22,500)		22,500
Preferred C stock issued for services, shares				18,000
Common stock issued to director for control	20,000				2,580,000				2,600,000
Common stock issued to director for control, shares	2,000,000,000
Preferred C stock issued for services					87,500				87,500
Preferred C stock issued for services, shares				35,000
Preferred C stock issued for cash at $2.50 per share					13,000				13,000
Preferred C stock issued for cash at $2.50 per share, shares				5,200
PreferredBStockIssuedToOfficerAndDirector			1
Stock issued for debt conversion	3,939				42,393				46,332
Stock issued for debt conversion, shares	393,932,727
Common stock issued for services	3,750				446,250				450,000
Common stock issued for services, shares	375,000,000
Correction of outstanding shares	15				(15)
Correction of outstanding shares, shares	1,500,000
Stock issued against stock payable	5,260				46,640				51,900
Stock issued against stock payable, shares	526,000,000
Loss on issuance of stock against stock payable					262,500				262,500
Loss on stock issued for convertible note					106,242				106,242
Retired Preferred Series A stock		(100)			100
Retired Preferred Series A stock, shares		(10,000,000)
Intrinsic value of beneficial conversion feature of convertible note					35,800				35,800
Preferred C stock issued to prior stockholders as a loyalty gift				3	707,447				707,450
Preferred C stock issued to prior stockholders as a loyalty gift, shares				282,980
Net loss								(5,384,983)	(5,384,983)
Balance at Dec. 31, 2012	$ 33,008			$ 3	$ 6,296,248	$ 208	$ (22,500)	$ (6,969,422)	$ (662,455)
Balance, shares at Dec. 31, 2012	3,375,231,494		1	341,180

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Property and Equipment

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost. The Company depreciates the equipment using the straight-line method over the useful lives of the equipment. The useful lives are estimated to be between 3 and 7 years. Depreciation expense was $483 and $458 for the years ended December 31, 2012 and 2011, respectively. Property and equipment consisted of the following at December 31, 2012 and December 31, 2011:

	2012			2011
Furniture and fixtures	$	1,192		$	1,192
Office equipment		649			649
Less: Accumulated depreciation		(1,013	)		(530	)
Property and equipment, net	$	828		$	1,311

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Due for Acquisition (Details Narrative) (Anthus [Member], USD $)			9 Months Ended
	Dec. 31, 2011	Jul. 22, 2011	Oct. 31, 2012 Minimum [Member]	Oct. 31, 2012 Maximum [Member]
Purchase and sale price as per agreement		$ 350,000
Payment for acquisition as per agreement	30,000	100,000
Remaining payment for acquisition	250,000
Required monthly payment for acquisition			15,000	30,000
Additional interest added to required monthly payments	5,000
Balance due for acquisition	220,000
Accrued interest on acquisitions	$ 5,000

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property and equipment consisted of the following at December 31, 2012 and December 31, 2011:

	2012			2011
Furniture and fixtures	$	1,192		$	1,192
Office equipment		649			649
Less: Accumulated depreciation		(1,013	)		(530	)
Property and equipment, net	$	828		$	1,311