Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 - STOCKHOLDERS’ EQUITY |
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The proceeds of the following placements related to 2012: |
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On June 13, 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 21,100 shares of its common stock at $1.00 per share to one unaffiliated private investor for the aggregate amount of $21,100. |
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On June 11, 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 43,300 shares of its common stock at $1.00 per share to one unaffiliated private investor for the aggregate amount of $43,300. |
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On April 4, 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 11,312 shares of its common stock at $2.00 per share to one unaffiliated private investor for the aggregate amount of $22,624. |
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On April 1, 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 22,624 shares of its common stock at $.001 per share to one unaffiliated private investor for the aggregate amount of $22,624. |
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During March 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 29,251 shares of its common stock at $1.00 per share to two unaffiliated private investors for the aggregate amount of $29,251. |
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The proceeds of the following placements were settled as advance in 2011: |
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On February 10, 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 104,167 shares of its common stock at $1.00 per share to one unaffiliated private investor for the aggregate amount of $104,167. |
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On February 10, 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 91,138 shares of its common stock at $1.00 per share to one unaffiliated private investor for the aggregate amount of $91,138. |
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On February 10, 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 43,000 shares of its common stock at $1.00 per share to one unaffiliated private investor for aggregate proceeds of $43,000. |
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On February 10, 2012 pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, the Company sold 185,185 shares of its common stock at $1.00 per share to one unaffiliated private investor for the aggregate amount of $185,185. |
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During the year ended December 31, 2012, pursuant to a private placement under Regulation S of the Securities Act of 1933, as amended, there was a total of $138,899 received from private placements. Private placements related to proceeds from six non-affiliated individuals during the first six months of 2012. The total amount comprised of 116,275 pieces of shares sold at $1 per share and 11,312 pieces of shares sold at $2 per share. |
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On May 17, 2009 In4 Ltd. received an investment of $550,000 dollars from one accredited, unaffiliated Hungarian investor. As part of the investment agreement In4 Ltd. stipulated an equity buyback option. This option states that the company has an option to repurchases from the investor 4% equity for HUF 132,000,000, which option expires on August 12, 2011. As all parties involved have elected to take the company public this agreement is no longer in effect and in fact has expired on August 12, 2011. |
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Stock based compensations |
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On June 1, 2012, the Company entered into a restricted stock agreement with Mr. Peter Boros, Chief Executive Officer of the Company. As part of the agreement Mr. Boros was granted 490,000 shares of restricted common stock, of which 250,000 shares vested immediately with the rest vesting in equal installments of 40,000 shares per each closed quarter, commencing with the first quarter of September 30, 2012 and ending on December 31, 2013 or until such date, if it is prior to December 31, 2013, provided Mr. Boros remains employed by the Company. |
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On June 1, 2012, the Company entered into a restricted stock agreement with Mr. Viktor Rozsnyay, interim Director of In4, Ltd, our wholly owned subsidiary. As part of the agreement Mr. Rozsnyay was granted 150,000 shares of restricted common stock, all of which vested immediately. |
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On June 1, 2012, the Company entered into a restricted stock agreement with Mr. Daniel Kun, Jr., an advisor to the Company. As part of the agreement Mr. Kun was granted 100,000 shares of restricted common stock, all of which vested immediately. |
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On June 1, 2012, the Company entered into a restricted stock agreement with Ms. Stella Kun, Executive Assistant to Mr. Boros and Mr. Rozsnyay. As part of the agreement Ms. Kun was granted 56,000 shares of restricted common stock, of which 8,000 shares vested immediately with the rest vesting in equal installments of 8,000 shares per each closed quarter, commencing with the first quarter of September 30, 2012 and ending on December 31, 2013 or until such date, if it is prior to December 31, 2013, provided Ms. Kun remains employed by the Company. |
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On February 21, 2012, the Company entered into a restricted stock agreement with Adam Meszaros, Lead Programmer of the Company. As part of the agreement Mr. Meszaros was granted 135,000 shares of restricted common stock, of which 15,000 shares vested immediately with the rest vesting in equal installments of 15,000 shares per each closed quarter, commencing with the first quarter of March 31, 2012 and ending on December 31, 2013 or until such date, if it is prior to December 31, 2013, provided Mr. Meszaros remains employed by the Company. On June 11, 2012 Mr. Meszaros submitted his immediate resignation, therefore forfeiting his unvested shares. Upon his resignation the Company cancelled 105,000 of Mr. Meszaros’ unvested shares. |
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On February 21, 2012, the Company entered into a restricted stock agreement with Peter Garas, Lead Server Side Programmer at the Company. As part of the agreement Mr. Garas was granted 54,000 shares of restricted common stock, of which 6,000 shares vested immediately with the rest vesting in equal installments of 6,000 shares per each closed quarter, commencing with the first quarter of March 31, 2012 and ending on December 31, 2013 or until such date, if it is prior to December 31, 2013, provided Mr. Garas remains employed by the Company. On May 31, 2012 Mr. Garas submitted his immediate resignation, therefore forfeiting his unvested shares. Upon his resignation the Company cancelled 42,000 of Mr. Garas’ unvested shares. |
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On February 21, 2012, the Company entered into a restricted stock agreement with Janka Barkoczi, Office Manager of the Company. As part of the agreement Ms. Barkoczi was granted 27,000 shares of restricted common stock, of which 3,000 shares vested immediately with the rest vesting in equal installments of 3,000 shares per each closed quarter, commencing with the first quarter of March 31, 2012 and ending on December 31, 2013 or until such date if it is prior to December 31, 2013, provided Ms. Barkoczi remains employed by the Company. On September 11, 2012 Ms. Barkoczi submitted her immediate resignation, therefore forfeiting his unvested shares. Upon his resignation the Company cancelled 18,000 of Ms. Barkoczi’s unvested shares. |
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On February 21, 2012, the Company entered into a restricted stock agreement with Eszter Ripka, Arts Director of the Company. As part of the agreement Ms. Ripka was granted 9,000 shares of restricted common stock, of which 1,000 shares vested immediately with the rest vesting in equal installments of 1,000 shares per each closed quarter, commencing with the first quarter of March 31, 2012 and ending on December 31, 2013 or until such date, if it is prior to December 31, 2013, provided Ms. Ripka remains employed by the Company. On September 11, 2012 Ms. Ripka submitted her immediate resignation, therefore forfeiting his unvested shares. Upon his resignation the Company cancelled 6,000 of Ms. Ripka’s unvested shares. |
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On February 21, 2012, the Company entered into a restricted stock agreement with Csaba Toth, Arts Director of the Company. As part of the agreement Mr. Toth was granted 9,000 shares of restricted common stock, of which 1,000 shares vested immediately with the rest vesting in equal installments of 1,000 shares per each closed quarter, commencing with the first quarter of March 31, 2012 and ending on December 31, 2013 or until such date, if it is prior to December 31, 2013, provided Mr. Toth remains employed by the Company. On June 20, 2012 Mr. Toth submitted his immediate resignation, therefore forfeiting his unvested shares. Upon his resignation the Company cancelled 7,000 of Mr. Toth’ unvested shares. |
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On February 21, 2012, the Company entered into a restricted stock agreement with Gergely Nyikos, Designer at the Company. As part of the agreement Mr. Nyikos was granted 18,000 shares of restricted common stock, of which 2,000 shares vested immediately with the rest vesting in equal installments of 2,000 shares per each closed quarter, commencing with the first quarter of March 31, 2012 and ending on December 31, 2013 or until such date, if it is prior to December 31, 2013, provided Mr. Nyikos remains employed by the Company. On September 30, 2012 Mr. Nyikos submitted her immediate resignation, therefore forfeiting his unvested shares. Upon his resignation the Company cancelled 12,000 of Mr. Nyikos’s unvested shares. |
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On February 21, 2012, the Company entered into a restricted stock agreement with Zoltan Annus, Project Manager of the Company. As part of the agreement Mr. Annus was granted 60,000 shares of restricted common stock, of which 6,000 shares vesting in equal installments per each closed quarter, commencing with the first quarter of March 31, 2012 and ending on September 30, 2014 or until such date, if it is prior to September 30, 2014, provided Mr. Annus remains employed by the Company. |
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On January 30, 2012, the Company entered into a restricted stock agreement with Zoltán Budy, who is to serve as the Chief Financial Officer of the Company. As part of the agreement Mr. Budy was granted 200,000 shares of the Company’s restricted common stock of which 100,000 shares vest upon execution and 25,000 shares vest quarterly up to December 31, 2012, providing Mr. Budy remains employed by the Company. |
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As consideration for the above services, the Company issued an aggregate of 1,133,000 shares of the Company’s common stock. These share issuances were recorded at $9.25, $8.00 and $4.00 per share, respectively, in the total amount of $9,357,750 in accordance with measurement date principles prescribed under FAS 123 (R). |
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In June 2012, the Company entered into an agreement with the company of one director for consulting services. According to the agreement the professional provides consulting services to the Company in 2012. In connection with these services, the Company issued to them 15,000 shares of the Company’s common stock. As consideration for such services, the Company issued an aggregate of 15,000 shares of the Company’s common stock. These share issuances were recorded at the fair value of commitment date ($9.25 per share) in the total amount of $138,750 in accordance with measurement date principles prescribed under ASC 505-50 and ASC 718-10. The Company is amortizing the fair value of the shares over the term of the agreement to stock-based compensation expense, which amounted to $0 for the period ended December 31, 2014, respectively and $138,750 for the period from September 19, 2007 (date of inception) to December 31, 2014, in accordance with ASC 505-50 and ASC 718-10. |
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Warrants |
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On June 11, 2012, the Company issued a Common Stock Purchase Warrant to PDV Consulting, Kft (“PDV”) Under the terms of the warrant, PDV can acquire a total of 1,500,000 shares of our common stock at a per share price of $10.00. The warrant expires on June 12, 2017. The warrants were issued as part of the cost of raising equity. |
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The company evaluated the warrants based on essential features that would qualify the warrants as liability. Because the warrants did not include any of the qualifying features, the warrants were classified as equity. As such the Company did not capitalize these warrants because the accounting entries would not have an impact on the financial statements. Instead, the Company will expense these warrant valued at the date of issuance unless these warrants are exercised within one year after the date of issuance. |
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As of December 31, 2014, the Company has four common stock purchase warrants each with a term of five years after their issuance date and an exercise price of $5.00, $7.00, $9.00 and $10.00 per share, respectively. The $5.00, $7.00 and $9.00 warrants entitle the holder to purchase from the Company up to 1,000,000 warrant shares each, while the $10.00 warrant holder can acquire up to 1,500,000 shares. As of December 31, 2014 the Company has four Warrants outstanding that are exercisable for an aggregate of up to 4,500,000 shares of its common stock. |
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As of December 31, 2014, there were 1,000,000 shares of Series A Preferred Stock issued and outstanding held by the Company’s former President Peter Vasko. Commencing on January 1, 2013, and continuing until December 31, 2017, Mr. Vasko may convert 200,000 shares of Series A Preferred Stock per calendar year into shares of Common Stock at the conversion ratio of 3,000,000 shares of Common Stock for each 200,000 shares of Series A Preferred Stock. Mr. Vasko is entitled to vote together with the holders of the Common Stock and has 42 votes for every share of Series A Preferred Stock held by Mr. Vasko at the time Mr. Vasko may make such a vote. |
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The fair value of the liability using Black-Scholes valuation at December 31, 2014 is nil which is classified at short term liabilities. The fair value of the liability is established as a Level 3 fair value measurement. |
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Stock split |
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On January 15, 2012 the Company performed a reverse stock split detailed in Note 1 above. Additional paid in capital related to private placements made by non affiliated individuals in exchange for subsequent registration subject to the reverse stock split. The placements were made in cash and accounted for as an advance in 2011. The shares were issued in 2012 after the stock split. |
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The description of the Series A Preferred Stock does not purport to be complete and is qualified by reference to the full text of Exhibit 4.1 to the Form 8-K filed on November 14, 2011. |
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On May 17, 2009 In4 Ltd. received an investment of $550,000 dollars from one accredited, unaffiliated Hungarian investor. As part of the investment agreement In4 Ltd. stipulated an equity buyback option. This option states that the company has an option to repurchases from the investor 4% equity for HUF 132,000,000, which option expires on August 12, 2011. As all parties involved have elected to take the company public this agreement is no longer in effect and in fact has expired on August 12, 2011. |
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As of December 31, 2012 the Company has four common stock warrants outstanding that are exercisable for an aggregate of up to 4,500,000 shares of its common stock each with a term of five years after their issuance date. Three warrants entitle the holder to purchase from the Company up to 1,000,000 warrant shares at an exercise price of $5.00, $7.00, $9.00 each and one warrant entitles the holder to purchase up to1.500.000 warrant shares at an exercise price of $10 per share. |
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As of February, 2012, there were 1,000,000 shares of Series A Preferred Stock issued and outstanding held by the Chief Executive Officer and sole director, Peter Vasko. Commencing on January 1, 2013, and continuing until December 31, 2017, Mr. Vasko may convert 200,000 shares of Series A Preferred Stock per calendar year into shares of Common Stock at the conversion ratio of 3,000,000 shares of Common Stock for each 200,000 shares of Series A Preferred Stock. Mr. Vasko is entitled to vote together with the holders of the Common Stock and has 42 votes for every share of Series A Preferred Stock held by Mr. Vasko at the time Mr. Vasko may make such vote. |
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On January 15, 2012 the Company performed a reverse stock split detailed in Note 1 above. The 886,000 preferred stock was also converted into 8,860,000 common stock. |
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Additional paid in capital related to private placements made by non affiliated individuals in exchange for subsequent registration subject to the reverse stock split. The placements were made in cash and accounted for as an advance. |
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