Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 |
Stockholders' Equity [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
|
NOTE 8 STOCKHOLDERS’ EQUITY |
|
|
|
(A) Common Stock Issued for Cash |
|
|
|
On December 31, 2005, the Company issued 100,000 shares of common stock for cash of $100 in exchange for acceptance of the incorporation expenses for the Company ($0.001/share). As a result of the forward split, the 100,000 shares were increased to 400,000 shares ($0.00025/share) (See Note 7(D)). |
|
For the year ended December 31, 2008, the Company issued 473,000 shares of common stock for cash of $118,250 ($0.25/share), of which $67,750 was a subscription receivable. During the month of January 2009, $67,750 of stock subscription receivable was collected. As a result of the forward split, the 473,000 shares were increased to 1,892,000 shares ($0.0625/share). (See Note 8(D)). |
|
|
|
On January 2, 2009, the Company entered into stock purchase agreements to issue 20,000 shares of common stock for cash of $5,000 ($0.25/share). As a result of the forward split, the 20,000 shares were increased to 80,000 shares ($0.0625/share) (See Note 8(D)). |
|
|
|
On January 3, 2009, the Company entered into stock purchase agreements to issue 2,000 shares of common stock for cash of $500 ($0.25/share). As a result of the forward split, the 2,000 shares were increased to 8,000 shares ($0.0625/share) (See Note 8(D)). |
|
|
|
On January 3, 2009, the Company entered into stock purchase agreements to issue 2,000 shares of common stock for cash of $500 ($0.25/share). As a result of the forward split, the 2,000 shares were increased to 8,000 shares ($0.0625/share) (See Note 8(D)). |
|
|
|
On January 11, 2009, the Company entered into stock purchase agreements to issue 32,000 shares of common stock for cash of $8,000 ($0.25/share). As a result of the forward split, the 32,000 shares were increased to 128,000 shares ($0.0625/share) (See Note 8(D)). |
|
|
|
On January 12, 2009, the Company entered into stock purchase agreements to issue 2,000 shares of common stock for cash of $500 ($0.25/share). As a result of the forward split, the 2,000 shares were increased to 8,000 shares ($0.0625/share) (See Note 8(D)). |
|
|
|
On January 15, 2009, the Company entered into stock purchase agreements to issue 4,000 shares of common stock for cash of $1,000 ($0.25/share). As a result of the forward split, the 4,000 shares were increased to 16,000 shares ($0.0625/share) (See Note 8(D)). |
|
|
|
In February of 2009, the Company paid direct offering costs of $850 related to the securities sold. |
|
|
|
On May 27, 2010, the Company issued one unit; each unit consisted of 100,000 shares of common stock and 100,000 warrants to purchase common stock, for cash of $22,500 net of the $2,500 finder’s fee ($0.25/share). Each warrant is exercisable for a three year period and has an exercise price of $0.50 per share (See Note 8(C)). |
|
|
|
On July 23, 2010, the Company issued one unit; each unit consisted of 100,000 shares of common stock and 100,000 warrants to purchase common stock, for cash of $25,000 ($0.25/share). Each warrant is exercisable for a three year period and has an exercise price of $0.50 per share (See Note 8(C). |
|
|
|
On August 5, 2010, the Company issued 10 units; each unit consisted of 100,000 shares of common stock and 100,000 warrants to purchase common stock, for cash of $250,000 ($0.25/share). Each warrant is exercisable for a three year period and has an exercise price of $0.50 per share (See Note 8(C). |
|
|
|
During the year ended December 31, 2010, the Company paid direct offering costs of $2,900 related to the securities sold. |
|
|
|
On January 24, 2011, the Company issued 10,000 shares of common stock for cash of $1,000 ($0.10/share). |
|
|
|
On February 23, 2011, the Company issued 300,000 shares of common stock for cash of $30,000 ($0.10/share). |
|
|
|
On March 21, 2011, the Company issued 150,000 shares of common stock for cash of $15,000 ($0.10/share). |
|
|
|
On May 2, 2011, the Company issued 2,000,000 shares of common stock for cash of $200,000 ($0.10/share). |
|
|
|
During the month of June 2011, the Company issued 5,460,000 shares of common stock for cash of $546,000 ($0.10/share) of which $397,000 was a subscription receivable. The Company received the entire $397,000 of subscription receivable in July 2011. |
|
|
|
During the months of July, August and September of 2011, the Company issued 10,937,000 shares of common stock for cash of $1,093,700 ($0.10/share). |
|
|
|
During the year-ended December 31, 2011, the Company paid $76,780 in finder’s fees and issued 955,800 warrants (See Note 8(C)). |
|
|
|
(B) Stock Issued for Services |
|
|
|
On October 14, 2008, the Company issued 44,900,000 shares of common stock to its founder having a fair value of $44,900 ($0.001/share) in exchange for services provided. As a result of the forward split, the 44,900,000 shares were increased to 179,600,000 shares and its purchase price was similarly adjusted to $0.00025((See Note 8(D) and Note10). |
|
|
|
On November 24, 2008, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services. As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)). |
|
|
|
On December 5, 2008, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services. As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)). |
|
|
|
On December 20, 2008, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services. As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)). |
|
|
|
On January 12, 2009, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services. As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)). |
|
|
|
On January 14, 2009, the Company issued 20,000 shares of common stock having a fair value of $5,000 ($0.25/share) in exchange for services related to a development services agreement entered on January 19, 2009. As a result of the forward split, the 20,000 shares were increased to 80,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D) and Note 9(B)). |
|
|
|
On August 25, 2009, the Company issued 50,000 shares of common stock having a fair value of $3,125 ($0.0625/share), based upon the fair value on the date of grant, in exchange for professional services. |
|
|
|
On August 31, 2009, the Company issued 885,714 shares of common stock in exchange for services valued at $62,000 related to the development services agreement entered into on January 19, 2009. Based on the most recent fair market value at that time, the shares were valued at $55,357 ($0.0625/share), resulting in the recognition of a gain on the extinguishment of debt of $6,643 (See Note 9(B)). |
|
|
|
On September 18, 2009, the Company issued 500,000 shares of common stock as compensation pursuant to the terms of a consulting agreement, having a fair value of $175,000 ($0.35/share) based upon fair value on the date of grant. On November 11, 2009, the Company cancelled the agreement and 300,000 shares of common stock were returned to the Company. As of December 31, 2009, $70,000 is recorded as consulting expense and $105,000 of deferred compensation was reclassified to $0 (See Note 9(B)). |
|
|
|
On September 18, 2009, the Company issued 600,000 shares of common stock as compensation pursuant to the terms of a consulting agreement, having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant. On November 18, 2009, the Company cancelled the agreement and 400,000 shares of common stock were returned to the Company. As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 9(B)). |
|
|
|
On September 21, 2009, the Company issued 600,000 shares of common stock as compensation pursuant to the terms of a consulting agreement, having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant. On December 18, 2009, the Company terminated the consulting agreement and 400,000 shares were returned to the Company. As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 9(B)). |
|
|
|
On November 12, 2009, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $178,000 ($1.78/share) based upon fair value on the date of grant. During 2009 and 2010, $11,948 and $89,000 was recorded as consulting expense, respectively. For the year ended December 31, 2011, $77,052 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)). |
|
|
|
On November 12, 2009, the Company issued 200,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $400,000 ($2.00/share) based upon fair value on the date of grant. During 2009 and 2010, $22,466 and $200,000 was recorded as consulting expense, respectively. For the year ended December 31, 2011, $177,534 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)). |
|
|
|
On November 16, 2009, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreements, having a fair value of $180,000 ($1.80/share) based upon fair value on the date of grant. During 2009 and 2010, $11,096 and $90,000 was recorded as consulting expense, respectively. For the year ended December 31, 2011, $78,904 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)). |
|
|
|
On November 18, 2009, the Company issued 30,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $45,000 ($1.50/share) based upon fair value on the date of grant. During 2009, $5,301 was recorded as consulting expense. For the year ended December 31, 2010, $39,699 was recorded as consulting expense. (See Note 9(B)). |
|
|
|
On November 21, 2009, the Company issued 30,000 shares of common stock as compensation pursuant to the terms of the marketing agreement, having a fair value of $53,100 ($1.77/share) based upon fair value on the date of grant. For the year ended December 31, 2010, $53,100 was recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 3, 2009, the Company issued 240,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $468,000 ($1.95/share) based upon fair value on the date of grant. As of December 31, 2009, $468,000 was recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 3, 2009, the Company issued 35,000 shares of common stock as compensation pursuant to the terms of the commission agreement, having a fair value of $68,250 ($1.95/share) based upon fair value on the date of grant. As of December 31, 2009, $68,250 was recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 3, 2009, the Company issued 35,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $68,250 ($1.95/share) based upon fair value on the date of grant. As of December 31, 2009, $68,250 was recorded as consulting expense (Note 9(B)). |
|
|
|
On December 3, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the commission agreement, having a fair value of $19,500 ($1.95/share) based upon fair value on the date of grant. As of December 31, 2009, $19,500 is recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 15, 2009, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $200,000 ($2.00/share) based upon fair value on the date of grant. During 2009, $71,111 was recorded as consulting expense. For the year ended December 31, 2010, $128,889 was recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 27, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $19,400 ($1.94/share) based upon fair value on the date of grant. For the year ended December 31, 2010, $19,400 was recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 27, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $19,400 ($1.94/share) based upon fair value on the date of grant. For the year ended December 31, 2010, $19,400 was recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 27, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $19,400 ($1.94/share) based upon fair value on the date of grant. For the year ended December 31, 2010, $19,400 was recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 30, 2009, the Company issued 1,500,000 shares of common stock as compensation pursuant to the terms of the advertising agreement, having a fair value of $2,895,000 ($1.93/share) based upon fair value on the date of grant. In 2010, the Company cancelled a portion of the agreement and as a result, 1,000,000 shares of common stock were returned to the Company. For the year ended December 31, 2010, $965,000 was recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 31, 2009, the Company issued 75,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant. For the year ended December 31, 2010, $116,374 was recorded as consulting expense. For the year ended December 31, 2011, $28,376 is recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 31, 2009, the Company issued 75,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant. For the year ended December 31, 2010, $116,374 was recorded as consulting expense. For the year ended December 31, 2011, $28,376 is recorded as consulting expense (See Note 9(B)). |
|
|
|
On December 31, 2009, the Company issued 500,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $965,000 ($1.93/share) based upon fair value on the date of grant. For the year ended December 31, 2010, $965,000 was recorded as consulting expense (See Note 9(B)). |
|
|
|
During December of 2009, the Company issued 680,000 shares of common stock as compensation pursuant to the terms of the consulting agreements, having a fair value of $1,312,400 ($1.93/share) based upon fair value on the date of grant. During 2009 and 2010, $2,802 and $709,116 was recorded as consulting expense, respectively. For the year ended December 31, 2011, $600,482 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)). |
|
|
|
During December of 2009, the Company issued 600,000 shares of common stock as compensation pursuant to the terms of the consulting agreements, having a fair value of $1,170,000 ($1.95/share) based upon fair value on the date of grant. During 2009 and 2010, $34,192 and $585,000 was recorded as consulting expense, respectively. For the year ended December 31, 2011, $550,808 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)). |
|
|
|
On January 15, 2010, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $170,000 ($1.70/share) based upon fair value on the date of grant. For the year ended December 31, 2010, $81,507 was recorded as consulting expense. For the year ended December 31, 2011, $88,493 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)). |
|
|
|
On February 17, 2010, the Company entered into a twelve month consulting agreement with an unrelated third party effective February 17, 2010. In exchange for the services provided, the Company issued 1,000,000 shares of common stock having a fair value of $1,240,000 ($1.24/share) based upon fair value on the date of grant. For the year ended December 31, 2010, $1,066,740 was recorded as consulting expense. For the year ended December 31, 2011, $173,260 is recorded as consulting expense (See Note 9(B)). |
|
|
|
On June 1, 2010, the Company entered into a twelve month consulting agreement for consulting and business services. As part of the agreement, the Company issued 40,000 shares as a nonrefundable retainer fee having a value of $10,000 ($0.25/share) based upon fair value on the date of the agreement. (See Note 9(B)). |
|
|
|
On July 23, 2010, the Company issued 10,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $2,000 ($0.20/share) based upon fair value on the grant date (See Note 9(B)). |
|
|
|
On August 1, 2010, the Company issued 200,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $40,000 ($0.20/share) based upon fair value on the grant date (See Note 9(B)). |
|
|
|
On September 1, 2010, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $19,000 ($0.19/share) based upon fair value on the grant date (See Note 9(B)). |
|
|
|
On October 1, 2010, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $18,000 ($0.18/share) based upon fair value on the grant date (See Note 9(B)). |
|
|
|
On November 1, 2010, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $25,000 ($0.25/share) based upon fair value on the grant date (See Note 9(B)). |
|
|
|
On December 14, 2010, the Company issued 250,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $37,500 ($0.15/share) based upon fair value on the grant date (See Note 9(B)). |
|
|
|
On January 17, 2011, the Company issued 3,000,000 shares of common stock to its' new CEO pursuant to an employment agreement having a fair value of $300,000 ($0.10/share) based upon fair value on the grant date. (See Note 8(A)). |
|
|
|
On February 17, 2011, the Company issued 500,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $55,000 ($0.11/share) based upon fair value on the grant date (See Note 9(B)). |
|
|
|
On March 3, 2011, the Company issued 1,000,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $80,000 ($0.08/share) based upon fair value on the grant date (See Note 9(B)). |
|
|
|
On May 17, 2011, the Company issued 2,000,000 shares of common stock pursuant to an employment agreement having a fair value of $140,000 ($0.07/share) based upon fair value on the grant date. (See Note 9(A)). |
|
|
|
During June 2011, the Company issued 300,000 shares of common stock pursuant to consulting agreements for consulting services having a fair value of $75,000 ($0.25/share) based upon fair value on the grant date (See Note 9(B)). |
|
|
|
On June 15, 2011, the Company issued 15,980 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $1,598 ($0.10/share) based upon the terms of the consulting agreement (See Note 9(B)). |
|
|
|
On July 1, 2011, the Company issued 6,500 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $520 ($0.08/share) based upon the terms of the consulting agreement (See Note 9(B)). |
|
|
|
On August 14, 2011, the Company issued 2,443 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $855 ($0.35/share) based upon the terms of the consulting agreements (See Note 9(B)). |
|
|
|
On September 12, 2011, the Company issued 2,860 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $715 ($0.25/share) based upon the terms of the consulting agreements (See Note 9(B)). |
|
|
|
On September 18, 2011, the Company issued 15,403 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $3,388 ($0.22/share) based upon the terms of the consulting agreements (See Note 9(B)). |
|
|
|
On September 25, 2011, the Company issued 1,500 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $585 ($0.39/share) based upon the terms of the consulting agreements (See Note 9(B)). |
|
|
|
During the three months ended September 30, 2011, the Company issued 50,482 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $5,048 ($0.10/share) based upon the terms of the consulting agreements (See Note 8(B)). |
|
|
|
On September 19, 2011, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $23,000 ($0.23/share) based upon the terms of the consulting agreement (See Note 9(B)). |
|
|
|
On September 21, 2011, the Company issued 400,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $100,000 ($0.25/share) based upon the terms of the consulting agreement (See Note 9(B)). |
|
|
|
On September 24, 2011, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $33,000 ($0.33/share) based upon the terms of the consulting agreement (See Note 9(B)). |
|
|
|
On September 27, 2011, the Company issued 100,000 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $39,000 ($0.22/share) based upon the terms of the consulting agreements (See Note 9(B)). |
|
|
|
During October 2011, the Company issued 123,795 shares of common stock for services having a fair value of $58,184 ($0.47/share). |
|
|
|
On October 28, 2011, the Company issued 100,000 shares of common stock for consulting services having a fair value of $88,000 ($0.88/share). |
|
|
|
On November 18, 2011, the Company issued 100,000 shares of common stock for consulting services having a fair value of $70,000 ($0.70/share). |
|
|
|
During December 2011, the Company issued 200,000 shares of common stock for services having a fair value of $108,000 ($0.54/share). |
|
|
|
On December 18, 2011, the Company issued 100,000 shares of common stock for consulting services having a fair value of $50,000 ($0.50/share). |
|
|
|
On January 25, 2012 the Company issued 733 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $455 ($0.62/share) based upon the terms of the consulting agreements (See Note 9(B)). |
|
|
|
On March 14, 2012, the Company entered into a settlement agreement with a former employee with relation to the restriction on shares owned by the former employee. The settlement agreement will lift the restriction on his 6 million shares, and thus agreed to allow the former employee to sell 250,000 of the Company stock per quarter for two years. In addition, the Company settled a dispute over the termination of the employment agreement by agreeing to give the former employee an additional 150,000 shares to eliminate any dispute over anything owed under his old employment agreement. He is not an affiliate, not an insider and not a 5% or greater shareholder. For the year ended December 31, 2012, the Company issued 300,000 shares of common stock for consulting services having a fair value of $63,000 ($0.21/share), in relation to this settlement agreement. |
|
|
|
On April 22, 2012, the Company issued 200,000 shares of common stock for services having a fair value of $60,000 ($0.30/share). |
|
|
|
For the year ended December 31, 2012 , the Company issued 250,000 shares of stock to an employee per an employment agreement dated June 11, 2012 having a fair value of $62,500 ($0.25/share) based upon the terms of the employment agreement (See Note 8(A)). |
|
|
|
On August 3, 2012, the Company issued 3,000,000 shares of common stock at an offering price of $.30 per share in exchange for consulting services rendered having a fair value at the grant date of $960,000. The Company will recognize the value of the shares over the life of the agreement. As of December 31, 2013, the Company recognized $960,000 in expense and recorded deferred compensation of $0 (See Note 8(B)). |
|
|
|
On August 17, 2012, the Company issued 150,000 shares of common stock for consulting services having a fair value of $45,000 ($0.30/share). |
|
|
|
On August 22, 2012, the Company issued 500,000 shares of common stock at an offering price of $.30 per share in exchange for consulting services rendered having a fair value at the grant date of $150,000. The Company will recognize the value of the shares over the life of the agreement. As of December 31, 2013, the Company recognized $81,250 in expenses and recorded deferred compensation of $68,750 (See Note 9(B)). |
|
|
|
On October 31, 2012, the Company issued 60,000 shares of common stock for financing costs having a fair value of $20,400 ($0.34/share). |
|
|
|
On January 1, 2013, the Company issued 300,000 shares of common stock for services having a fair value of $90,000 ($0.30/share). |
|
|
|
For the year ended December 31, 2013, the Company issued 500,000 shares of common stock for services having a fair value of $125,000 ($0.25/share) in accordance with an employment agreement which stipulates a quarterly issuance of 125,000 shares. |
|
|
|
For the year ended December 31, 2013, the Company issued 500,000 shares of common stock for services having a fair value of $127,500 ($0.26/share) in accordance with an employment agreement which stipulates a quarterly issuance of 125,000 shares. |
|
|
|
On January 21, 2013, the Company issued 120,000 shares of common stock for services having a fair value of $32,400 ($0.27/share). |
|
|
|
On January 30, 2013, the Company issued 250,000 shares of common stock for services to be performed over a period of six months having a fair value of $60,000 ($0.24/share), of which, $0 was included in deferred compensation as of December 31, 2013. |
|
|
|
On March 1, 2013, the Company issued 500,000 shares of common stock for services having a fair value of $148,750 ($0.30/share). |
|
|
|
On March 20, 2013, the Company issued 60,000 shares of common stock for services having a fair value of $15,000 ($0.25/share). |
|
|
|
On March 21, 2013, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $2,000 ($0.25/share). |
|
|
|
On April 15, 2013, the Company issued 57,692 shares of common stock for services having a fair value of $15,000 ($0.26/share). |
|
|
|
On May 20, 2013, the Company issued 26,087 shares of common stock for services having a fair value of $6,000 ($0.23/share). |
|
|
|
On June 30, 2013, the Company issued 250,000 to shares of common stock for services having a fair value of $60,000 ($0.24/share). |
|
|
|
On June 30, 2013, the Company issued 250,000 to shares of common stock for services having a fair value of $61,250 ($0.25/share). |
|
|
|
On July 8, 2013, the Company issued 1,500,000 to shares of common stock for services having a fair value of $315,000 ($0.21/share). |
|
|
|
On July 23, 2013, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $1,648 ($0.21/share). |
|
|
|
On October 14, 2013, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $1,719 ($0.22/share). |
|
|
|
On October 21, 2013, the Company issued 31,250 shares of common stock for services having a fair value of $7,813 ($0.25/share). |
|
|
|
On December 26, 2013, the Company issued 50,000 shares of common stock for services having a fair value of $13,500 ($0.27/share). |
|
|
|
On December 26, 2013, the Company issued 100,000 shares of common stock for services having a fair value of $23,000 ($0.23/share). |
|
|
|
On December 26, 2013, the Company issued 110,101 shares of common stock in connection with a cashless exercise of warrants. The number of warrants received was based on 190,000 warrants exercised using an average of five previous closing prices. |
|
|
|
On December 1, 2013, the Company issued 250,000 shares of common stock for services having a fair value of $57,500 ($0.23/share). |
|
|
|
In January 2014, the Company received 3,000,000 shares which were returned in connection with the cancellation of an endorsement agreement entered into on August 3, 2012 due to non-performance. See note 9(B). |
|
|
|
On March 31, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.25/share). |
|
|
|
On March 31, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,875 ($0.255/share). |
|
|
|
On March 31, 2014, the Company issued 100,000 shares of common stock for services having a fair value of $9,300 ($0.093/share). |
|
|
|
On January 15, 2013, the Company entered into an agreement for legal services, pursuant to which the Company will pay $2,000 and issue 50,000 shares of common stock for the preparation, filing costs and fees of each provisional and regular patent application. Through June 30, 2014, a total of 44 applications have been filed. In connection with this agreement: |
|
|
|
| ● | On March 15, 2013, the Company issued 700,000 shares of common stock for legal services having a fair value of $182,000 ($0.26/share). | | | | | | | | | | | | | | | | |
|
|
|
| ● | On February 15, 2013, the Company issued 700,000 shares of common stock for legal services having a fair value of $173,600 ($0.25/share). | | | | | | | | | | | | | | | | |
|
|
|
| ● | On March 31, 2014, the Company issued 750,000 shares of common stock for services having a fair value of $126,000 ($0.168/share). | | | | | | | | | | | | | | | | |
|
|
|
| ● | On April 25, 2014, the Company issued 50,000 shares of common stock for services having a fair value of $5,500 ($0.11/share). | | | | | | | | | | | | | | | | |
|
|
|
On March 25, 2014, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $1,020 ($0.1275/share). |
|
|
|
On April 24, 2014 the Company issued 200,000 shares of common stock having a fair value of $21,980 ($0.1099/share) in exchange for consulting services. |
|
|
|
On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.25/share). |
|
|
|
On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.26/share). |
|
|
|
On June 30, 2014, the Company issued 750,000 shares of common stock for services having a fair value of $191,250 ($0.26/share). |
|
|
|
On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share). |
|
|
|
On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share). |
|
|
|
On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share). |
|
|
|
On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share). |
|
|
|
(C) Common Stock Warrants |
|
|
|
On December 30, 2009, the Company issued 500,000 warrants under a consulting agreement. The Company recognized an expense of $823,077 for the year ended December 31, 2009. The Company recorded the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2009, dividend yield of zero, expected volatility of 112.80%; risk-free interest rates of 1.65%, expected life of three years. The warrants vested immediately. The warrants expire in three years from the date of issuance and have an exercise price of $0.52 per share. |
|
|
|
On May 27, 2010, the Company issued 10,000 warrants under a consulting agreement. The Company recognized an expense of $1,782 for the year ended December 31, 2010. The Company recorded the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010, dividend yield of zero, expected volatility of 152.80%; risk-free interest rates of 1.35%, expected life of three years. The warrants vested immediately. The warrants expire in three years from the date of issuance and have an exercise price of $0.50 per share (See Note 9(B)). |
|
|
|
On June 1, 2010, the Company issued 40,000 warrants under a consulting agreement. The Company recognized an expense of $7,184 for the year ended December 31, 2010. The Company recorded the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010, dividend yield of zero, expected volatility of 145.70%; risk-free interest rates of 1.26%, expected life of three years. The warrants vested immediately. The warrants expire in three years from the date of issuance and have an exercise price of $0.50 per share (See Note 9(B)). |
|
|
|
On July 23, 2010, the Company issued 10,000 warrants under a consulting agreement. The Company recognized an expense of $1,593 for the year ended December 31, 2010. The Company recorded the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010, dividend yield of zero, expected volatility of 172.90%; risk-free interest rates of 0.94%, expected life of three years. The warrants vested immediately. The warrants expire in three years from the date of issuance and have an exercise price of $0.50 per share (See Note 9(B)). |
|
|
|
During the year ended December 31, 2010, the Company issued 1,200,000 warrants in conjunction with the sale of the Company stock (See Note 8(A)). |
|
|
|
On September 2, 2011, the Company issued 955,800 warrants under consulting agreements. The Company recognized an expense of $248,498 for the year ended December 31, 2011. The Company recorded the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2011, dividend yield of zero, expected volatility of 461.11%; risk-free interest rates of 0.33%, expected life of three years. The warrants vested immediately. The warrants expire in three years from the date of issuance and have an exercise price of $0.10 per share (See Note 9(B)). |
|
|
|
On June 11, 2012, the Company issued 200,000 warrants under consulting agreements. The Company recognized an expense of $48,031 for the year ended December 31, 2012. The Company recorded the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2012, dividend yield of zero, expected volatility of 237.76%; risk-free interest rates of 0.19%, expected life of three years. The warrants vested immediately. The warrants expire in three years from the date of issuance and have an exercise price of $0.25 per share (See Note 9(B)). |
|
|
|
On January 1, 2013, the Company issued 500,000 warrants under consulting agreements. The Company recognized an expense of $84,028 for the year ended December 31, 2013. The Company recorded the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2013, dividend yield of zero, expected volatility of 140.30%; risk-free interest rates of 0.37%, expected life of three years. The warrants vested immediately. The warrants expire in three years from the date of issuance and have an exercise price of $0.45 per share (See Note 9(B)). |
|
|
|
On January 31, 2013 an individual exercised 430,800 of stock warrants at an exercise price of $0.10 per share for proceeds of $43,080. |
|
|
|
On August 7, 2013, the Company issued 100,000 warrants for services rendered. The Company recognized compensation expense of $43,809 on the date of issuance with the offset being recorded to derivative liabilities since the Company applied the provisions of ASC No. 815, pertaining to the potential settlement in a variable amount of shares given the company’s shares are tainted. The Company recorded the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions, dividend yield of zero, expected volatility of 297%; risk-free interest rates of 0.61%, expected life of three years. The warrants vested immediately. The warrants expire in three years from the date of issuance and have an exercise price of $0.40 per share (See Note 9(B)). |
|
|
|
During the year ended December 31, 2013, the Company issued 2,000,000 warrants in connection with the entry into certain convertible debenture agreements. (See Note 6). |
|
|
|
During the six months ended June 30, 2014, the Company issued 500,000 warrants in connection with the entry into certain convertible debenture agreements. (See Note 6). |
|
|
|
The following tables summarize all warrant grants as of June 30, 2014, and the related changes during these periods are presented below: |
|
|
|
| | Number of Warrants | | | Weighted Average | | | Weighted Average | | | | | | | |
| | | | | | | |
Exercise Price | Remaining | | | | | | |
| | | | | | | |
| Contractual Life | | | | | | |
| | | | | | | |
| (in Year) | | | | | | |
| | | | | | | | | | | | | | | |
Balance, December 31, 2011 | | | 2,715,800 | | | $ | 0.36 | | | | | | | | | | | |
Granted | | | 200,000 | | | | 0 | | | | | | | | | | | |
Exercised | | | | | | | | | | | | | | | | | | |
Cancelled/Forfeited | | | (500,000 | ) | | | 0.52 | | | | | | | | | | | |
Balance, December 31, 2012 | | | 2,415,800 | | | | 0.28 | | | | 0.8 | | | | | | | |
Granted | | | 2,600,000 | | | $ | 0.41 | | | | | | | | | | | |
Exercised | | | (620,800 | ) | | $ | 0.07 | | | | | | | | | | | |
Cancelled/Forfeited | | | (1,260,000 | ) | | $ | 0.5 | | | | | | | | | | | |
Balance, December 31, 2013 | | | 3,135,000 | | | $ | 0.37 | | | | 2.2 | | | | | | | |
Granted | | | 500,000 | | | $ | 0.4 | | | | | | | | | | | |
Exercised | | | - | | | $ | - | | | | | | | | | | | |
Cancelled/Forfeited | | | - | | | $ | - | | | | | | | | | | | |
Balance, June 30, 2014 | | | 3,635,000 | | | $ | 0.37 | | | | 1.9 | | | | | | | |
|
|
|
A summary of all outstanding and exercisable warrants as of June 30, 2014 is as follows: |
|
|
|
Exercise | | | Warrants | | | Warrants | | | Weighted Average | | | Aggregate | |
Price | Outstanding | Exercisable | Remaining | Intrinsic Value |
| | | Contractual Life | |
| | | | | | | | | | | | | | | | | | |
$ | 0.1 | | | | 335,000 | | | | 335,000 | | | | 0.17 | | | $ | - | |
$ | 0.25 | | | | 200,000 | | | | 200,000 | | | | 0.95 | | | $ | - | |
$ | 0.4 | | | | 2,600,000 | | | | 2,600,000 | | | | 2.24 | | | $ | - | |
$ | 0.45 | | | | 500,000 | | | | 500,000 | | | | 1.51 | | | $ | - | |
| | | | | | | | | | | | | | | | | | |
| | | | | 3,635,000 | | | | 3,635,000 | | | | 1.9 years | | | | - | |
|
|
|
(D) Stock Split Effected in the Form of a Stock Dividend |
|
|
|
On January 16, 2009, the Company's Board of Directors declared a four-for-one stock split to be effected in the form of a stock dividend. The stock split was distributed on January 16, 2009 to shareholders of record. A total of 136,713,000 shares of common stock were issued. All basic and diluted loss per share and average shares outstanding information has been adjusted to reflect the aforementioned stock dividend. |
|
|
|
(E) Amendment to Articles of Incorporation |
|
|
|
On January 27, 2009, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 250,000,000 common shares at a par value of $0.001 per share, and 10,000,000 preferred shares at a par value of $0.001 with class and series designations, voting rights, and relative rights and preferences to be determined by the Board of Directors of the Company from time to time. |
|
|
|
On June 2, 2010, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 295,000,000 common shares at a par value of $0.001 per share. |
|
|
|
On September 20, 2010, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital and a change in the par value per share. The authorized capital stock increased to 400,000,000 common shares at a par value of $0.0001 per share. |
|
|
|
Effective March 1, 2011, the Company filed with the State of Delaware a Certificate of Amendment of Certificate of Incorporation changing our name from So Act Network, Inc. to Max Sound Corporation. |
|
|
|
(F) In Kind Contribution |
|
|
|
During the fourth quarter of 2008, a former stockholder of the Company paid $4,400 of operating expenses on behalf of the Company. |
|
|
|
During the fourth quarter of 2008, the principal stockholder contributed office space with a fair market value of $2,913 (See Note 10). |
|
|
|
For the year ended December 31, 2009, the principal stockholder contributed office space with a fair market value of $12,600 (See Note 10). |
|
|
|
For the year ended December 31, 2010, the principal stockholder contributed office space with a fair value of $9,450 (See Note 10). |
|
|
|
(G) Share Conversion |
|
|
|
On June 2, 2010, a principal stockholder converted $283,652 of accrued compensation into 945,507 shares of common stock at $0.30 per share (See Note 10). |
|
|
|
On February 17, 2011, a principal stockholder converted $144,000 of accrued compensation into 1,309,091 shares of common stock at $0.11 per share (See Note 10). |
|
|
|
On February 17, 2011, a principal stockholder converted $100,000 of a line of credit owed into 909,091 shares of common stock at $.011 per share (See Note 4 and Note 10). |
|
|
|
On January 18, 2011, the Company entered into a conversion agreement executed by a note holder for 109,375 shares based on a conversion price of $0.032 per share (See Note 6). |
|
|
|
On February 9, 2011, the Company entered into a conversion agreement executed by a note holder for 271,186 shares based on a conversion price of $0.0295 per share (See Note 6). |
|
|
|
On February 15, 2011, the Company entered into a conversion agreement executed by a note holder for 357,143 shares based on a conversion price of $0.0336 per share (See Note 6). |
|
|
|
On February 23, 2011, the Company entered into a conversion agreement executed by a note holder for 220,264 shares based on a conversion price of $0.0454 per share (See Note 6). |
|
|
|
On April 11, 2011, the Company entered into a conversion agreement executed by a note holder for 587,382 shares based on a conversion price of $0.0315 per share (See Note 6). |
|
|
|
On August 25, 2011, the Company entered into a conversion agreement executed by a note holder for 77,220 shares based on a conversion price of $0.1554 per share (See Note 6). |
|
|
|
On August 30, 2011, the Company entered into a conversion agreement executed by a note holder for 96,220 shares based on a conversion price of $0.1455 per share (See Note 6). |
|
|
|
On September 12, 2011, the Company entered into a conversion agreement executed by a note holder for 116,505 shares based on a conversion price of $0.1339 per share (See Note 6). |
|
|
|
On September 14, 2012, the Company entered into a conversion agreement executed by a note holder for 528,035 shares based on a conversion price of $0.322 per share (See Note 6). |
|
|
|
On September 21, 2012, the Company entered into a conversion agreement executed by a note holder for 72,385 shares based on a conversion price of $0.2763 per share (See Note 6). |
|
|
|
On September 27, 2012, the Company entered into a conversion agreement executed by a note holder for 91,208 shares based on a conversion price of $0.2741 per share (See Note 6). |
|
|
|
On October 2, 2012, the Company entered into a conversion agreement executed by a note holder for 79,586 shares based on a conversion price of $0.2513 per share (See Note 6). |
|
|
|
On October 3, 2012, the Company entered into a conversion agreement executed by a note holder for 119,379 shares based on a conversion price of $0.2513 per share (See Note 6). |
|
|
|
On October 5, 2012, the Company entered into a conversion agreement executed by a note holder for 92,365 shares based on a conversion price of $0.27067 per share (See Note 6). |
|
|
|
On October 9, 2012, the Company entered into a conversion agreement executed by a note holder for 48,454 shares based on a conversion price of $0.2394 per share (See Note 6). |
|
|
|
On October 19, 2012, the Company entered into a conversion agreement executed by a note holder for 200,501 shares based on a conversion price of $0.1995 per share (See Note 6). |
|
|
|
On November 1, 2012, the Company entered into a conversion agreement executed by a note holder for 101,678 shares based on a conversion price of $0.19670 per share (See Note 6). |
|
|
|
On November 5, 2012, the Company entered into a conversion agreement executed by a note holder for 917,037 shares based on a conversion price of $0.18619 per share (See Note 6). |
|
|
|
On November 14, 2012, the Company entered into a conversion agreement executed by a note holder for 111,029 shares based on a conversion price of $0.18013 per share (See Note 6). |
|
|
|
On November 19, 2012, the Company entered into a conversion agreement executed by a note holder for 113,805 shares based on a conversion price of $0.18128 per share (See Note 6). |
|
|
|
On November 19, 2012, the Company entered into a conversion agreement executed by a note holder for 150,000 shares based on a conversion price of $0.1764 per share (See Note 6). |
|
|
|
On November 23, 2012, the Company entered into a conversion agreement executed by a note holder for 166,543 shares based on a conversion price of $0.18013 per share (See Note 6). |
|
|
|
On December 12, 2012, the Company entered into a conversion agreement executed by a note holder for 180,000 shares based on a conversion price of $0.19151 per share (See Note 6). |
|
|
|
On December 31, 2012, the Company entered into a conversion agreement executed by a note holder for 146,780 shares based on a conversion price of $0.17032 per share (See Note 6). |
|
|
|
On January 7, 2013, the Company entered into a conversion agreement executed by a note holder for 147,754 shares based on a conversion price of $.1692 per share (See Note 6). |
|
|
|
On January 9, 2013, the Company entered into a conversion agreement executed by a note holder for 92,194 shares based on a conversion price of $.1627 per share (See Note 6). |
|
|
|
On January 15, 2013, the Company entered into a conversion agreement executed by a note holder for 134,229 shares based on a conversion price of $.149 per share (See Note 6). |
|
|
|
On January 15, 2013, the Company entered into a conversion agreement executed by a note holder for 112,259 shares based on a conversion price of $.164733 per share (See Note 6). |
|
|
|
On January 30, 2013, the Company entered into a conversion agreement executed by a note holder for 210,000 shares based on a conversion price of $.145369 per share (See Note 6). |
|
|
|
On January 31, 2013, the Company entered into a conversion agreement executed by a note holder for 112,782 shares based on a conversion price of $.133 per share (See Note 6). |
|
|
|
On February 1, 2013, the Company entered into a conversion agreement executed by a note holder for 173,370 shares based on a conversion price of $.14420 per share (See Note 6). |
|
|
|
On February 11, 2013, the Company entered into a conversion agreement executed by a note holder for 138,696 shares based on a conversion price of $.14420 per share (See Note 6). |
|
|
|
On February 14, 2013, the Company entered into a conversion agreement executed by a note holder for 185,293 shares based on a conversion price of $.13533 per share (See Note 6). |
|
|
|
On February 21, 2013, the Company entered into a conversion agreement executed by a note holder for 104,445 shares based on a conversion price of $.1436 per share (See Note 6). |
|
|
On February 26, 2013, the Company entered into a conversion agreement executed by a note holder for 100,000 shares based on a conversion price of $.14 per share (See Note 6). |
|
|
|
On February 27, 2013, the Company entered into a conversion agreement executed by a note holder for 115,208 shares based on a conversion price of $.1302 per share (See Note 6). |
|
|
|
On March 1, 2013, the Company entered into a conversion agreement executed by a note holder for 129,652 shares based on a conversion price of $.1388 per share (See Note 6). |
|
|
|
On March 1, 2013, the Company entered into a conversion agreement executed by a note holder for 565,007 shares based on a conversion price of $.150885 per share (See Note 6). |
|
|
|
On March 6, 2013, the Company entered into a conversion agreement executed by a note holder for 93,637 shares based on a conversion price of $.1388 per share (See Note 6). |
|
|
|
On March 7, 2013, the Company entered into a conversion agreement executed by a note holder for 437,654 shares based on a conversion price of $.13323 per share (See Note 6). |
|
|
|
On March 12, 2013, the Company entered into a conversion agreement executed by a note holder for 69,560 shares based on a conversion price of $.1575 per share (See Note 6). |
|
|
|
On March 20, 2013, the Company entered into a conversion agreement executed by a note holder for 108,809 shares based on a conversion price of $.1302 per share (See Note 6). |
|
|
|
On March 28, 2013, the Company entered into a conversion agreement executed by a note holder for 58,013 shares based on a conversion price of $.1379 per share (See Note 6). |
|
|
|
On April 8, 2013, the Company entered into a conversion agreement executed by a note holder for 181,291 shares based on a conversion price of $.1379 per share (See Note 6). |
|
|
|
On April 12, 2013, the Company entered into a conversion agreement executed by a note holder for 549,173 shares based on a conversion price of $.155302 per share (See Note 6). |
|
|
|
On April 15, 2013, the Company entered into a conversion agreement executed by a note holder for 224,048 shares based on a conversion price of $.1339 per share (See Note 6). |
|
|
|
On April 16, 2013, the Company entered into a conversion agreement executed by a note holder for 261,389 shares based on a conversion price of $.1339 per share (See Note 6). |
|
|
|
On April 18, 2013, the Company entered into a conversion agreement executed by a note holder for 205,353 shares based on a conversion price of $.14609 per share (See Note 6). |
|
|
|
On April 30, 2013, the Company entered into a conversion agreement executed by a note holder for 146,370 shares based on a conversion price of $.17080 per share (See Note 6). |
|
|
|
On May 1, 2013, the Company entered into a conversion agreement executed by a note holder for 350,000 shares based on a conversion price of $.162167 per share (See Note 6). |
|
|
|
On May 10, 2013, the Company entered into a conversion agreement executed by a note holder for 175,644 shares based on a conversion price of $.1708 per share (See Note 6). |
|
|
|
On May 23, 2013, the Company entered into a conversion agreement executed by a note holder for 195,993 shares based on a conversion price of $.1530667 per share (See Note 6). |
|
|
|
On May 31, 2013, the Company entered into a conversion agreement executed by a note holder for 400,000 shares based on a conversion price of $.144667 per share (See Note 6). |
|
|
|
On June 5, 2013, the Company entered into a conversion agreement executed by a note holder for 182,167 shares based on a conversion price of $.1435 per share (See Note 6). |
|
|
|
On June 5, 2013, the Company entered into a conversion agreement executed by a note holder for 187,547 shares based on a conversion price of $.1333 per share (See Note 6). |
|
|
|
On June 10, 2013, the Company entered into a conversion agreement executed by a note holder for 226,929 shares based on a conversion price of $.1322 per share (See Note 6). |
|
|
|
On June 11, 2013, the Company entered into a conversion agreement executed by a note holder for 201,513 shares based on a conversion price of $.1322 per share (See Note 6). |
|
|
|
On June 17, 2013, the Company entered into a conversion agreement executed by a note holder for 146,771 shares based on a conversion price of $.1362667 per share (See Note 6). |
|
|
|
On June 21, 2013, the Company entered into a conversion agreement executed by a note holder for 224,383 shares based on a conversion price of $.1337 per share (See Note 6). |
|
|
|
On June 26, 2013, the Company entered into a conversion agreement executed by a note holder for 300,000 shares based on a conversion price of $.1225 per share (See Note 6). |
|
|
|
On July 1, 2013, the Company entered into a conversion agreement executed by a note holder for 251,608 shares based on a conversion price of $0.119233 per share (See Note 6). |
|
|
|
On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 655,922 shares based on a conversion price of $0.12915 per share (See Note 6). |
|
|
|
On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 787,700 shares based on a conversion price of $0.12915 per share (See Note 6). |
|
|
|
On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 644,002 shares based on a conversion price of $0.13025 per share (See Note 6). |
|
|
|
On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 1,503,816 shares based on a conversion price of $0.13025 per share (See Note 6). |
|
|
|
On July 8, 2013, the Company entered into a conversion agreement executed by a note holder for 325,910 shares based on a conversion price of $0.122733 per share (See Note 6). |
|
|
|
On July 11, 2013, the Company entered into a conversion agreement executed by a note holder for 197,940 shares based on a conversion price of $0.119 per share (See Note 6). |
|
|
|
On July 24, 2013, the Company entered into a conversion agreement executed by a note holder for 140,400 shares based on a conversion price of $0.14245 per share (See Note 6). |
|
|
|
On August 1, 2013, the Company entered into a conversion agreement executed by a note holder for 247,336 shares based on a conversion price of $0.13790 per share (See Note 6). |
|
|
|
On August 7, 2013, the Company entered into a conversion agreement executed by a note holder for 623,640 shares based on a conversion price of $0.13790 per share (See Note 6). |
|
|
|
On August 19, 2013, the Company entered into a conversion agreement executed by a note holder for 110,000 shares based on a conversion price of $0.1388 per share (See Note 6). |
|
|
|
On August 26, 2013, the Company entered into a conversion agreement executed by a note holder for 106,158 shares based on a conversion price of $0.1437 per share (See Note 6). |
|
|
|
On August 27, 2013, the Company entered into a conversion agreement executed by a note holder for 250,000 shares based on a conversion price of $0.152600 per share (See Note 6). |
|
|
|
On September 3, 2013, the Company entered into a conversion agreement executed by a note holder for 195,822 shares based on a conversion price of $0.1532 per share (See Note 6). |
|
|
|
On September 6, 2013, the Company entered into a conversion agreement executed by a note holder for 172,176 shares based on a conversion price of $0.1452 per share (See Note 6). |
|
|
|
On September 10, 2013, the Company entered into a conversion agreement executed by a note holder for 196,292 shares based on a conversion price of $0.152833 per share (See Note 6). |
|
|
|
On September 11, 2013, the Company entered into a conversion agreement executed by a note holder for 71,023 shares based on a conversion price of $0.1408 per share (See Note 6). |
|
|
|
On September 19, 2013, the Company entered into a conversion agreement executed by a note holder for 205,714 shares based on a conversion price of $0.145834 per share (See Note 6). |
|
|
|
On September 27, 2013, the Company entered into a conversion agreement executed by a note holder for 189,780 shares based on a conversion price of $0.147047 per share (See Note 6). |
|
|
|
On October 1, 2013, the Company entered into a conversion agreement executed by a note holder for 135,685 shares based on a conversion price of $0.1475 per share (See Note 6). |
|
|
|
On October 1, 2013, the Company entered into a conversion agreement executed by a note holder for 240,000 shares based on a conversion price of $0.1458 per share (See Note 6). |
|
|
|
On October 7, 2013, the Company entered into a conversion agreement executed by a note holder for 337,990 shares based on a conversion price of $0.1486 per share (See Note 6). |
|
|
|
On October 9, 2013, the Company entered into a conversion agreement executed by a note holder for 467,394 shares based on a conversion price of $0.138 per share (See Note 6). |
|
|
|
On October 17, 2013, the Company entered into a conversion agreement executed by a note holder for 297,810 shares based on a conversion price of $0.1486 per share (See Note 6). |
|
|
|
On October 21, 2013, the Company entered into a conversion agreement executed by a note holder for 198,719 shares based on a conversion price of $0.1530 per share (See Note 6). |
|
|
|
On October 24, 2013, the Company entered into a conversion agreement executed by a note holder for 310,143 shares based on a conversion price of $0.141 per share (See Note 6). |
|
|
|
On October 30, 2013, the Company entered into a conversion agreement executed by a note holder for 250,716 shares based on a conversion price of $0.1473 per share (See Note 6). |
|
|
|
On November 4, 2013, the Company entered into a conversion agreement executed by a note holder for 70,000 shares based on a conversion price of $0.1461 per share (See Note 6). |
|
|
|
On November 25, 2013, the Company entered into a conversion agreement executed by a note holder for 70,000 shares based on a conversion price of $0.1398 per share (See Note 6). |
|
|
|
On November 8, 2013, the Company entered into a conversion agreement executed by a note holder for 207,006 shares based on a conversion price of $0.1459 per share (See Note 6). |
|
|
|
On November 22, 2013, the Company entered into a conversion agreement executed by a note holder for 279,353 shares based on a conversion price of $0.14 per share (See Note 6). |
|
|
|
On November 25, 2013, the Company entered into a conversion agreement executed by a note holder for 392,593 shares based on a conversion price of $0.15 per share (See Note 6). |
|
|
|
On December 2, 2013, the Company entered into a conversion agreement executed by a note holder for 254,237 shares based on a conversion price of $0.13986 per share (See Note 6). |
|
|
|
On December 18, 2013, the Company entered into a conversion agreement executed by a note holder for 241,935 shares based on a conversion price of $0.1503 per share (See Note 6). |
|
|
|
On December 18, 2013, the Company entered into a conversion agreement executed by a note holder for 310,752 shares based on a conversion price of $0.161 per share (See Note 6). |
|
|
|
On December 23, 2013, the Company entered into a conversion agreement executed by a note holder for 328,731 shares based on a conversion price of $0.1521 per share (See Note 6). |
|
|
|
On December 30, 2013, the Company entered into a conversion agreement executed by a note holder for 344,115 shares based on a conversion price of $0.1454 per share (See Note 6). |
|
|
|
On December 31, 2013, the Company entered into a conversion agreement executed by a note holder for 262,605 shares based on a conversion price of $0.1345 per share (See Note 6). |
|
|
|
On January 3, 2014, the Company entered into a conversion agreement executed by a note holder for 352,734 shares based on a conversion price of $0.142125 per share (See Note 6). |
|
|
|
On January 7, 2014, the Company entered into a conversion agreement executed by a note holder for 360,490 shares based on a conversion price of $0.1388 per share (See Note 6). |
|
|
|
On January 15, 2014, the Company entered into a conversion agreement executed by a note holder for 505,050 shares based on a conversion price of $0.1325 per share (See Note 6). |
|
|
|
On January 21, 2014, the Company entered into a conversion agreement executed by a note holder for 646,465 shares based on a conversion price of $0.1268 per share (See Note 6). |
|
|
|
On January 7, 2014, the Company entered into a conversion agreement executed by a note holder for 300,000 shares based on a conversion price of $0.1295 per share (See Note 6). |
|
|
|
On January 8, 2014, the Company entered into a conversion agreement executed by a note holder for 80,109 shares based on a conversion price of $0.1268 per share (See Note 6). |
|
|
|
On January 29, 2014, the Company entered into a conversion agreement executed by a note holder for 93,591 shares based on a conversion price of $0.1127 per share (See Note 6). |
|
|
|
On February 5, 2014, the Company entered into a conversion agreement executed by a note holder for 266,599 shares based on a conversion price of $0.0996 per share (See Note 6). |
|
|
|
On February 11, 2014, the Company entered into a conversion agreement executed by a note holder for 496,278 shares based on a conversion price of $0.1008 per share (See Note 6). |
|
|
|
On February 12, 2014, the Company entered into a conversion agreement executed by a note holder for 67,340 shares based on a conversion price of $0.099 per share (See Note 6). |
|
|
|
On February 12, 2014, the Company entered into a conversion agreement executed by a note holder for 44,893 shares based on a conversion price of $0.099 per share (See Note 6). |
|
|
|
On February 14, 2014, the Company entered into a conversion agreement executed by a note holder for 477,897 shares based on a conversion price of $0.0847 per share (See Note 6). |
|
|
|
On February 18, 2014, the Company entered into a conversion agreement executed by a note holder for 511,771 shares based on a conversion price of $0.0978 per share (See Note 6). |
|
|
|
On February 18, 2014, the Company entered into a conversion agreement executed by a note holder for 110,943 shares based on a conversion price of $0.13 per share (See Note 6). Given the conversion occurred subsequent to the maturity date of the note, the Company recorded a $4,423 loss on conversion. |
|
|
|
On February 19, 2014, the Company entered into a conversion agreement executed by a note holder for 147,929 shares based on a conversion price of $0.0910 per share (See Note 6). Conversion related to penalty fees incurred totaling $6,583. |
|
|
|
On February 24, 2014, the Company entered into a conversion agreement executed by a note holder for 580,645 shares based on a conversion price of $0.0818 per share (See Note 6). |
|
|
|
On February 27, 2014, the Company entered into a conversion agreement executed by a note holder for 196,592 shares based on a conversion price of $0.12 per share (See Note 6). Given the conversion occurred subsequent to the maturity date of the note, the Company recorded a $8,591 loss on conversion. |
|
|
|
On February 28, 2014, the Company entered into a conversion agreement executed by a note holder for 250,000 shares based on a conversion price of $0.0763 per share (See Note 6). Conversion related to penalty fees incurred totaling $6,113. |
|
|
|
On March 3, 2014, the Company entered into a conversion agreement executed by a note holder for 612,745 shares based on a conversion price of $0.0817 per share (See Note 6). |
|
|
|
On March 4, 2014, the Company entered into a conversion agreement executed by a note holder for 339,940 shares based on a conversion price of $0.0686 per share (See Note 6). |
|
|
|
On March 6, 2014, the Company entered into a conversion agreement executed by a note holder for 631,313 shares based on a conversion price of $0.0792 per share (See Note 6). |
|
|
|
On March 12, 2014, the Company entered into a conversion agreement executed by a note holder for 851,426 shares based on a conversion price of $0.0784 per share (See Note 6). |
|
|
|
On March 13, 2014, the Company entered into a conversion agreement executed by a note holder for 352,801 shares based on a conversion price of $0.07 per share (See Note 6). Conversion related to penalty fees incurred totaling $9,580. |
|
|
|
On March 19, 2014, the Company entered into a conversion agreement executed by a note holder for 229,753 shares based on a conversion price of $0.09 per share (See Note 6). Given the conversion occurred subsequent to the maturity date of the note, the Company recorded a $6,795 loss on conversion. |
|
|
|
On March 24, 2014, the Company entered into a conversion agreement executed by a note holder for 1,260,835 shares based on a conversion price of $0.0705 per share (See Note 6). |
|
|
|
On March 31, 2014, the Company entered into a conversion agreement executed by a note holder for 1,002,999 shares based on a conversion price of $0.0658 per share (See Note 6). |
|
|
|
On April 1, 2014, the Company entered into a conversion agreement executed by a note holder for 3,134,751 shares based on a conversion price of $0.0705 per share (See Note 6). |
|
|
|
On April 3, 2014, the Company entered into a conversion agreement executed by a note holder for 1,503,382 shares based on a conversion price of $0.0665 per share (See Note 6). |
|
|
|
On April 7, 2014, the Company entered into a conversion agreement executed by a note holder for 621,227 shares based on a conversion price of $0.0611 per share (See Note 6). |
|
|
|
On April 18, 2014, the Company entered into a conversion agreement executed by a note holder for 652,529 shares based on a conversion price of $0.0613 per share (See Note 6). |
|
|
|
On April 23, 2014, the Company entered into a conversion agreement executed by a note holder for 118,062 shares based on a conversion price of $0.0681 per share (See Note 6). |
|
|
|
On April 24, 2014, the Company entered into a conversion agreement executed by a note holder for 864,304 shares based on a conversion price of $0.05785 per share (See Note 6). |
|
|
|
On April 24, 2014, the Company entered into a conversion agreement executed by a note holder for 719,171 shares based on a conversion price of $0.0579 per share (See Note 6). |
|
|
|
On May 8, 2014, the Company entered into a conversion agreement executed by a note holder for 222,064 shares based on a conversion price of $0.0563 per share (See Note 6). |
|
|
|
On May 14, 2014, the Company entered into a conversion agreement executed by a note holder for 540,655 shares based on a conversion price of $0.0555 per share (See Note 6). |
|
|
|
On May 15, 2014, the Company entered into a conversion agreement executed by a note holder for 763,942 shares based on a conversion price of $0.06545 per share (See Note 6). |
|
|
|
On May 20, 2014, the Company entered into a conversion agreement executed by a note holder for 507,292 shares based on a conversion price of $0.0561 per share (See Note 6). |
|
|
|
On May 22, 2014, the Company entered into a conversion agreement executed by a note holder for 535,628 shares based on a conversion price of $0.056 per share (See Note 6). |
|
|
|
On May 28, 2014, the Company entered into a conversion agreement executed by a note holder for 103,842 shares based on a conversion price of $0.0642 per share (See Note 6). |
|
|
|
On May 30, 2014, the Company entered into a conversion agreement executed by a note holder for 350,177 shares based on a conversion price of $0.057114 per share (See Note 6). |
|
|
|
On June 9, 2014, the Company entered into a conversion agreement executed by a note holder for 314,842 shares based on a conversion price of $0.0611 per share (See Note 6). |
|
|
|
On June 10, 2014, the Company entered into a conversion agreement executed by a note holder for 550,000 shares based on a conversion price of $0.062627 per share (See Note 6). |
|
|
|
On June 10, 2014, the Company entered into a conversion agreement executed by a note holder for 162,338 shares based on a conversion price of $0.0616 per share (See Note 6). |
|
|
|
On June 16, 2014, the Company entered into a conversion agreement executed by a note holder for 469,366 shares based on a conversion price of $0.063916 per share (See Note 6). |
|
|
|
On June 17, 2014, the Company entered into a conversion agreement executed by a note holder for 635,930 shares based on a conversion price of $0.0629 per share (See Note 6). |
|
|
|
On June 19, 2014, the Company entered into a conversion agreement executed by a note holder for 818,331 shares based on a conversion price of $0.0611 per share (See Note 6). |
|
|
|
On June 23, 2014, the Company entered into a conversion agreement executed by a note holder for 725,000 shares based on a conversion price of $0.06 per share (See Note 6). |
|
|
|
On June 30, 2014, the Company entered into a conversion agreement executed by a note holder for 465,954 shares based on a conversion price of $0.0561 per share (See Note 6). |
|
|
|
(H) Share Exchange |
|
|
|
On May 11, 2010, the Company acquired the rights to an audio technology known as Max Audio Technology (Max) through a share exchange, whereby the Company issued 30,000,000 shares of common stock to two individuals in exchange for their rights in Max having a value of $7,500,000 based upon recent market value ($0.25/share) (See Note 8(B)). |
|
|
|
On January 17, 2011, the Company acquired the rights to software technology known as Blog Software, Social Media Vault, Social Media Bar and Trending Topix (BSST) through a share exchange, whereby the Company issued 3,000,000 shares of common stock to two individuals in exchange for their rights to BSST having a value of $300,000 based upon recent market value ($0.10/share). |
|
|
|
On November 15, 2012, the Company acquired the rights to an audio technology known as Liquid Spins, Inc. through a share exchange, whereby the Company issued 24,752,475 shares of common stock for their rights in Liquid Spins technology and other assets having a value of $10,000,000 based upon recent market value ($0.404/share). The following assets were acquired in the transaction: |
|
|
|
| | 6 Months Ended | | | Year Ended | | | | | | | | | | | |
| December 31, | | | | | | | | | | |
June 30, | | | | | | | | | | | |
| 2013 | | | | | | | | | | |
2014 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Goodwill at fair value, Opening Balance | | $ | 9,303,679 | | | $ | 9,655,588 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Consideration transferred at fair value: | | | | | | | | | | | | | | | | | | |
Common stock - 24,752,475 Shares | | | - | | | | - | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Net assets acquired: | | | | | | | | | | | | | | | | | | |
Current assets | | | - | | | | - | | | | | | | | | | | |
Cash | | | - | | | | 8,011 | | | | | | | | | | | |
Total net assets acquired | | | - | | | | 8,011 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Amortization | | | (482,779 | ) | | | (343,898 | ) | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Goodwill at fair value, Ending Balance | | $ | 8,820,900 | | | $ | 9,303,679 | | | | | | | | | | | |
|
|
|
During the year ended December 31, 2013, the Company received an additional $8,011 related to the acquisition which reduced the carrying value of the goodwill as of December 31, 2013. For the year ended December 31, 2013, the Company recorded $343,898 of amortization expense. |
|
|
|
For the six months ended June 30, 2014 and 2013, the Company recorded $482,779 and $0, respectively, of amortization expense. |
|
|
|
(I) Stock Options |
|
|
|
On January 17, 2011, the Company issued 12,000,000 options to buy common shares of the Company's stock at $0.12 per share, good for three years, to its new CEO pursuant to an employment agreement. The Company recognized an expense of $1,199,794 for the year ended December 31, 2011. The Company recorded the fair value of the options based on the fair value of each option grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010; dividend yield of zero, expected volatility of 436.04%, risk-free interest rates of 1.00%, expected life of three years. |
|
|
|
On June 14, 2013, the Company amended the terms of 12,000,000 fully vested stock options held by the chief financial officer of the Company. In connection with the modification, the Company extended the expiration date of the stock options by 2 years. |
|
|
|
The extension is considered a modification for which incremental compensation cost was recognized as the excess of the fair value of the modified award over the fair value of the original award immediate before its terms are modified which was calculated to be $994,141, using the Black-Scholes valuation model. The fair value was based upon the following management assumptions: |
|
|
|
Expected dividends | | | 0 | % | | | | | | | | | | | | | | |
Expected volatility | | | 299 | % | | | | | | | | | | | | | | |
Expected term: | | 2.59 years | | | | | | | | | | | | | | | |
Risk free interest rate | | | 0.49 | % | | | | | | | | | | | | | | |
|
|
|
On January 1, 2013, the Company issued 700,000 options to buy common shares of the Company's stock at $0.50 per share, good for three years, to the Chief Technical Officer pursuant to an amended employment agreement dated December 31, 2012. The Company recognized an expense of $115,288 for the year ended December 31, 2013. The Company recorded the fair value of the options based on the fair value of each option grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2013; dividend yield of zero, expected volatility of 140.3%, risk-free interest rates of .37%, expected life of three years. |
|
|
|
The following tables summarize all option grants as of June 30, 2014, and the related changes during these periods are presented below: |
|
|
|
| | Number of Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (in Years) | | | | | | | |
Outstanding - December 31, 2010 | | | - | | | $ | - | | | | - | | | | | | | |
Granted | | | 12,000,000 | | | | 0.12 | | | | | | | | | | | |
Exercised | | | . | | | | - | | | | | | | | | | | |
Forfeited or Canceled | | | - | | | | - | | | | | | | | | | | |
Outstanding - December 31, 2011 | | | 12,000,000 | | | | 0.12 | | | | 2.05 | | | | | | | |
Granted | | | . | | | | - | | | | - | | | | | | | |
Exercised | | | - | | | | - | | | | - | | | | | | | |
Forfeited or Canceled | | | - | | | | - | | | | - | | | | | | | |
Outstanding - December 31, 2012 | | | 12,000,000 | | | | 0.12 | | | | 1.04 | | | | | | | |
Granted | | | 700,000 | | | $ | 0.5 | | | | 3 | | | | | | | |
Exercised | | | - | | | | - | | | | - | | | | | | | |
Forfeited or Canceled | | | - | | | | - | | | | - | | | | | | | |
Outstanding - December 31, 2013 | | | 12,700,000 | | | | 0 | | | | 2 | | | | | | | |
Granted | | | - | | | $ | - | | | | - | | | | | | | |
Exercised | | | - | | | | - | | | | - | | | | | | | |
Forfeited or Canceled | | | - | | | | - | | | | - | | | | | | | |
Outstanding - June 30, 2014 | | | 12,700,000 | | | | 0.14 | | | | 1.55 | | | | | | | |
Exercisable - June 30, 2014 | | | 12,700,000 | | | | | | | | | | | | | | | |