Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information | ' |
Entity Registrant Name | 'PITOOEY!, INC. |
Document Type | '10-Q |
Document Period End Date | 30-Sep-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001384365 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 103,711,923 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'Q3 |
Condensed_Balance_Sheets_unaud
Condensed Balance Sheets (unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | |
Current assets: | ' | ' | |
Cash and equivalents | $931 | $418,104 | |
Accounts receivable | 59,852 | ' | |
Merchant services | 48,487 | ' | |
Deposits and prepaid expenses | 32,978 | 30,000 | |
Prepaid stock compensation | 262,798 | ' | |
Total current assets | 405,046 | 448,104 | |
Long term assets: | ' | ' | |
Prepaid stock compensation - long term | 290,726 | ' | |
Total long term assets | 290,726 | ' | |
Fixed assets: | ' | ' | |
Total fixed assets | 42,736 | ' | |
Total assets | 738,508 | 448,104 | |
Current liabilities: | ' | ' | |
Accounts payable | 289,310 | 5,450 | |
Accrued liabilities | 42,983 | ' | |
Deferred revenue | 46,240 | ' | |
Notes payable, net of discount | 568,298 | ' | |
Notes payable - related parties | 76,875 | 148,369 | |
Total current liabilities | 1,023,706 | 153,819 | |
Long-term liabilities: | ' | ' | |
Notes payable - long term | ' | 4,000 | |
Total long-term liabilities | ' | 4,000 | |
Total liabilities | 1,023,706 | 157,819 | |
Stockholders' deficit | ' | ' | |
Preferred stock value | ' | ' | |
Preferred stock Series A value | ' | ' | |
Preferred stock Series A payable | ' | 927 | |
Common stock value | 103,712 | 99,450 | |
Common stock payable | 55 | 119 | |
Additional paid-in capital | 2,558,762 | 496,123 | |
Accumulated (deficit) | -2,947,727 | -306,334 | |
Total stockholders' equity | -285,198 | 290,285 | |
Total liabilities and stockholders' equity | $738,508 | $448,104 | [1] |
[1] | The numbers in this column, for the year ended December 31, 2012, are derived from audited financials. |
Condensed_Balance_Sheets_unaud1
Condensed Balance Sheets (unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Balance Sheet | ' | ' |
Note payable discount | $78,844 | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 |
Preferred stock, Series A, par value | $0.00 | $0.00 |
Preferred stock, Series A, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, Series A, shares owed | ' | 927,500 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 400,000,000 | 100,000,000 |
Common stock, shares issued | 103,711,923 | 99,450,000 |
Common stock, shares outstanding | 103,711,923 | 99,450,000 |
Common stock, shares owed | 55,000 | 119,423 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement | ' | ' | ' | ' |
Revenue, net | $238,346 | ' | $355,033 | ' |
Cost of goods sold | -44,577 | ' | -70,808 | ' |
Gross profit | 193,769 | ' | 284,225 | ' |
Expenses: | ' | ' | ' | ' |
Advertising and marketing | 214,077 | ' | 507,354 | ' |
Depreciation | 4,245 | ' | 10,976 | ' |
Executive compensation | 74,372 | 18,580 | 292,344 | 10,000 |
General and administrative expenses | 93,702 | ' | 392,397 | 30,080 |
Management fees - related party | ' | ' | 297,127 | ' |
Professional fees | 340,992 | ' | 600,501 | ' |
Salaries and wages | 380,167 | ' | 762,699 | ' |
Total expenses | 1,107,555 | 18,580 | 2,863,398 | 40,080 |
Loss before other expenses | -913,786 | -18,580 | -2,579,173 | -40,080 |
Other expenses: | ' | ' | ' | ' |
Interest expense | -56,901 | -4,345 | -62,221 | -8,170 |
Interest income | ' | ' | 1 | ' |
Total other expenses | -56,901 | -4,345 | -62,220 | -8,170 |
Loss before provision for income taxes | -970,687 | -22,925 | -2,641,393 | -48,250 |
Provision for income taxes | ' | ' | ' | -50 |
Net loss | ($970,687) | ($22,925) | ($2,641,393) | ($48,300) |
Weighted average number of common shares outstanding | 103,593,861 | 99,450,000 | 102,155,578 | 99,450,000 |
Net loss per share | ($0.01) | $0 | ($0.03) | $0 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Operating activities | ' | ' |
Net Loss | ($2,641,393) | ($48,300) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Depreciation | 10,976 | ' |
Shares issued for services | -1,058,082 | ' |
Amortization of warrants issued for prepaid expenses | 293,046 | ' |
Changes in operating assets and liabilities: | ' | ' |
Decrease (Increase) in deposits and prepaid expenses | 2,978 | 30 |
Decrease (Increase) in accounts receivable | 108,339 | ' |
(Decrease) Increase in accounts payable | 326,843 | -686 |
(Decrease) Increase in deferred revenue | 46,240 | ' |
(Decrease) Increase in accrued interest | ' | 8,170 |
Net cash used by operating activities | -2,911,053 | -40,786 |
Investing activities | ' | ' |
Purchase of fixed assets | 53,712 | ' |
Purchase of intellectual property | ' | 42,500 |
Net cash used by investing activities | -53,712 | -42,500 |
Financing activities | ' | ' |
Donated capital | 50 | 7,400 |
Repayment of notes payable | 175,925 | ' |
Proceeds from notes payable | 614,232 | 180,373 |
Proceeds from notes payable - related parties | 80,875 | ' |
Issuances of common stock | 2,028,360 | ' |
Net cash provided by financing activities | 2,547,592 | 187,773 |
Net increase (decrease) in cash | -417,173 | 104,487 |
Cash - beginning of the period | 418,104 | 1,378 |
Cash - ending of the period | 931 | 105,865 |
Supplemental disclosures: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | 50 |
Non-cash transactions: | ' | ' |
Warrants issued for services | 697,045 | ' |
Number of warrants issued for services | 1,100,000 | ' |
Shares issued for services | $636,000 | ' |
Number of shares issued for services | 1,590,000 | ' |
History_and_organization_of_th
History and organization of the company | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
History and organization of the company | ' |
Note 1 - History and organization of the company | |
The Company was organized March 29, 2006 (Date of Inception) under the laws of the State of Nevada, as White Dental Supply, Inc. The Company was authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par value preferred stock. | |
On December 27, 2012, the Company formed a wholly-owned subsidiary, Choice One Mobile, Inc., under the laws of the State of Nevada. | |
On December 27, 2012, the Company formed a wholly-owned subsidiary, PITOOEY! Mobile, Inc., under the laws of the State of Nevada. | |
On January 7, 2013, the Board of Directors of the Company authorized and a majority of the stockholders of the Company ratified, by written consent, resolutions to change the name of the Company to PITOOEY!, Inc. and to increase the authorized number of shares of the Company to 400,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock. The name change and increase in authorized capital became effective with the State of Nevada on February 7, 2013. | |
On February 6, 2013, the Company formed a wholly-owned subsidiary, Rockstar Digital, Inc., under the laws of the State of Nevada. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Basis of Presentation | ' |
Note 2 - Basis of Presentation | |
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, however, in the opinion of the Company’s management, all adjustments necessary for a fair statement of the Company’s interim financial results have been included. These adjustments were of a normal recurring nature. The results for the interim periods are not necessarily indicative of results to be expected for any other interim period or for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. | |
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2012 and notes thereto included in the Company's Form 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Sep. 30, 2013 | ||
Notes | ' | |
Summary of Significant Accounting Policies | ' | |
Note 3 - Summary of Significant Accounting Policies | ||
Principles of consolidation | ||
For the nine months ended September 30, 2013, the consolidated financial statements include the accounts of Pitooey!, Inc., Choice One Mobile, Inc., Pitooey! Mobile, Inc. and Rockstar Digital, Inc. All significant intercompany balances and transactions have been eliminated. Pitooey!, Inc., Choice One Mobile, Inc., Pitooey! Mobile, Inc. and Rockstar Digital, Inc. will be collectively referred herein to as the “Company”. | ||
Use of estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||
Cash and cash equivalents | ||
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. | ||
Accounts receivable | ||
Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable, however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. | ||
Intangible assets | ||
Management regularly reviews property, equipment, intangibles and other long-lived assets for possible impairment. This review occurs quarterly, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, then management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Management believes that the accounting estimate related to impairment of its property and equipment, is a “critical accounting estimate” because: (1) it is highly susceptible to change from period to period because it requires management to estimate fair value, which is based on assumptions about cash flows and discount rates; and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as net income, could be material. Management’s assumptions about cash flows and discount rates require significant judgment because actual revenues and expenses have fluctuated in the past and are expected to continue to do so. | ||
The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company will commence amortization once the economic benefits of the assets began to be consumed. | ||
The Company reviews the carrying value of intangible assets for impairment whenever events and circumstances indicate that the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the fair value. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. During the nine months ended September 30, 2013 and 2012, there was no impairment necessary. | ||
Property and equipment | ||
Property and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: | ||
Computer equipment | 3 years | |
Furniture and Equipment | 5 years | |
The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as of September 30, 2013 and 2012. Depreciation expense for the nine months ended September 30, 2013 and 2012 totaled $10,976 and $0, respectively. | ||
Revenue recognition | ||
The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. | ||
Sales related to long-term contracts for services (such as programming, website development and maintenance) extending over several years are accounted for under the percentage-of-completion method of accounting. Sales and earnings under these contracts are recorded based on the ratio of actual costs incurred to total estimated costs expected to be incurred related to the contract under the cost-to-cost method based budgeted milestones or tasks as designated per each contract. Anticipated losses on contracts are recognized in full in the period in which losses become probable and estimable. | ||
For all other sales of product or services the Company recognizes revenues based on the terms of the customer agreement. The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the product or service being sold and the sales price. If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized on the date of the customer agreement, invoice or purchase order. | ||
Merchant Reserves | ||
The Company processes sales through a third-party credit card merchant processor. A percentage of all sales is deducted and held by the merchant in a reserve account in the event of chargeback, refunds or customer voids. As of September 30, 2013 and 2012, there was $48,487 and $0 held in the merchant reserve account, respectively. | ||
Cost of Revenue | ||
The Company’s cost of revenue primarily consists of credit card processing fees and client-specific dedicated Internet service costs. | ||
Stock-based compensation | ||
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | ||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | ||
Advertising and marketing costs | ||
The Company expenses all costs of advertising as incurred. During the nine months ended September 30, 2013 and 2012, advertising and marketing costs were $507,354 and $0, respectively. | ||
Loss per common share | ||
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the conversion of preferred stock. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. | ||
Fair Value of Financial Instruments | ||
The carrying amounts reflected in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. | ||
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||
The three levels of the fair value hierarchy are described below: | ||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | ||
Income Taxes | ||
The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. | ||
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. | ||
Dividends | ||
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception | ||
Recent pronouncements | ||
The Company has evaluated the recent accounting pronouncements through November 25, 2013, and believes that none of them will have a material effect on the company’s financial position, results of operations or cash flows. |
Going_concern
Going concern | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Going concern | ' |
Note 4 - Going concern | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has an accumulated deficit of ($2,947,727) as of September 30, 2013, and had net sales of $355,033 during the nine month period ended September 30, 2013. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. The Company is currently conducting a private placement of its preferred stock to raise proceeds to finance its plan of operation. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. | |
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. |
Fixed_Assets_Note
Fixed Assets Note | 3 Months Ended | |||||
Sep. 30, 2013 | ||||||
Notes | ' | |||||
Fixed Assets Note | ' | |||||
Note 5 - Fixed Assets | ||||||
Fixed assets consisted of the following at: | ||||||
30-Sep-13 | 31-Dec-12 | |||||
Computer equipment | $ | 39,716 | $ | -- | ||
Furniture and equipment | 13,996 | -- | ||||
Fixed assets, total | 53,712 | -- | ||||
Less: accumulated depreciation | -10,976 | -- | ||||
Fixed assets, net | $ | 50,178 | $ | -- | ||
Depreciation expenses for the nine months ended September 30, 2013 and 2012 were $10,976 and $0, respectively. |
Deferred_Revenue_Note
Deferred Revenue Note | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Deferred Revenue Note | ' |
Note 6 - Deferred Revenue | |
As of September 30, 2013 and December 31, 2012, the Company had $46,240 and $0 in deferred revenue related to projects paid in advance of fulfillment. |
Prepaid_expenses_and_deposits
Prepaid expenses and deposits | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Prepaid expenses and deposits | ' |
Note 7 - Prepaid expenses and deposits | |
On December 27, 2012, the Company entered into a professional service agreement with a related entity for use of client services staff, administrative support and office space and equipment, for which the Company paid a retainer of $30,000. The retainer will be expensed at the sole discretion of the service firm and all ongoing expenses will be billed to the Company as incurred. As of September 30, 2013 and December 31, 2012, the balance in prepaid expenses was $0 and $30,000. | |
On January 29, 2013, the Company entered into an advertising arrangement with a radio network, for which the Company paid a deposit of $8,186 for two months of advertising and marketing services. As of September 30, 2013, total prepaid expenses remaining related to this service provider was $0. | |
On February 24, 2013, the Company entered into a contract with a third party consulting firm. As a portion of the compensation therefor, the Company issued warrants to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $1.75 per share. The Company recorded Prepaid Stock Compensation in the amount of $56,494 related to the warrants issued to the consulting firm. The Prepaid Stock Compensation will be amortized over the one year period of the Agreement. As of September 30, 2013, the balance in prepaid stock compensation was $0. See Note 10 - Warrants and Options for additional discussion regarding the warrants. See Note 11 - Agreements for additional discussion regarding the Letter of Agreement. | |
On February 26, 2013, the Company entered into a Letter of Agreement with a third party consulting firm. In exchange for certain consulting services, the Company is obligated to pay a total of $42,500, of which $30,000 was prepaid for services to be rendered and balance of $12,500 will be due upon completion of such services to be rendered. As additional compensation therefor, the Company issued warrants to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $1.30 per share. The Company recorded Prepaid Stock Compensation in the amount of $640,551 related to the warrants issued to the consulting firm. The Prepaid Stock Compensation will be amortized over the one year period of the Agreement. As of September 30, 2013, the balance in prepaid stock compensation was $243,469. See Note 10 - Warrants and Options for additional discussion regarding the warrants. See Note 11 - Agreements for additional discussion regarding the Letter of Agreement. | |
On June 11, 2013, the Company issued 340,000 shares of its common stock to various employees of the Company, as incentive compensation valued at $136,000. The shares vest quarterly over a period of one year. The Company recorded Prepaid Stock Compensation in the amount of $136,000 related to the common stock issued to the employees. As of September 30, 2013, the Company recorded $39,278 as salaries expense and the balance in prepaid stock compensation was $96,722. | |
On June 24, 2013, the Company issued 250,000 shares of its common stock to one entity, in exchange for prepaid advertising and marketing services valued at $100,000. The services are to be performed for a period of 6 months from the date of issuance. The Company recorded Prepaid Stock Compensation in the amount of $100,000 related to the common stock issued for prepaid services. As of September 30, 2013, the Company recorded $100,000 as advertising and marketing expense and the balance in prepaid stock compensation was $0. | |
On July 8, 2013, the Company issued 1,000,000 shares of its common stock to one entity, in exchange for prepaid advertising and marketing services valued at $400,000. The services are to be performed for a period of 6 months from the date of issuance. The Company recorded Prepaid Stock Compensation in the amount of $400,000 related to the common stock issued for prepaid services. As of September 30, 2013, the Company recorded $186,667 as advertising and marketing expense and the balance in prepaid stock compensation was $213,333. | |
As of September 30, 2013 and December 31, 2012, the Company had $2,779 and $0 in Undeposited Funds related specifically to funds charged to customers through merchant accounts, but have not yet settled to the Company’s cash accounts. | |
Debt_and_interest_expense
Debt and interest expense | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Debt and interest expense | ' |
Note 8 - Debt and interest expense | |
Through September 30, 2012, a non-affiliated third-party loaned the Company an aggregate of $7,250 in cash. The note bears no interest and is due upon demand. | |
On April 10, 2012, the Company issued a Promissory Note to one non-affiliated entity in the amount of $15,254. The loan is due and payable in full on the earlier of April 9, 2013 or at the closing of a private placement offering that nets us a minimum of $2,000,000 in financing. The loan bears an interest rate of 10% per annum, payable on maturity. During the year ended December 31, 2012, the lender agreed to convert the entire principal balance of $15,254, as well as $1,107 of interest accrued thereupon, to date, into 40,904 shares of common stock. As of December 31, 2012, the principle balance owed on this loan is $0. See Note 9 - Stockholders’ Equity for additional information. | |
On April 10, 2012, the Company issued a Promissory Note to one non-affiliated entity in the amount of $82,373. The loan is due and payable in full on the earlier of April 9, 2013 or at the closing of a private placement offering that nets us a minimum of $2,000,000 in financing. The loan bears an interest rate of 10% per annum, payable on maturity. During the year ended December 31, 2012, the lender agreed to convert a portion of the principal balance in the amount of $20,000, as well as $5,981 of interest accrued thereupon, to date, into 64,952 shares of common stock. In January 2013, the Company repaid the note, in full. As of September 30, 2013 and December 31, 2012, the principle balance owed on this loan was $0 and $62,373 respectively. See Note 9 - Stockholders’ Equity for additional information. | |
On April 10, 2012, the Company issued a Promissory Note to one non-affiliated entity in the amount of $74,746. The loan is due and payable in full on the earlier of April 9, 2013 or at the closing of a private placement offering that nets us a minimum of $2,000,000 in financing. The loan bears an interest rate of 10% per annum, payable on maturity. During the year ended December 31, 2012, the lender agreed to convert $5,427 of interest accrued thereupon, to date, into 13,567 shares of common stock. In January 2013, the Company repaid the note, in full. As of September 30, 2013 and December 31, 2012, the principle balance owed on this loan was $0 and $74,746,respectively. See Note 9 - Stockholders’ Equity for additional information. | |
On July 25, 2012, the Company entered into an Intellectual Property Assignment Agreement. (See note 8 to the financial statements for details concerning the Agreement). In accordance with the terms and conditions contained therein, the Company has agreed to pay the Seller $8,000 in two installments: | |
1. The first payment of $4,000 is due July 25, 2013, the first anniversary date of the Agreement, and is considered a current note payable. | |
2. The second and final payment of $4,000 is due July 25, 2014, the second anniversary date of the Agreement. This second payment is considered a long-term note payable. | |
On March 18, 2013, the Company issued a Promissory Note to one non-affiliated entity in the amount of $15,000. The loan is due and payable in full on May 15, 2013. The loan bears an interest rate of 8% per annum, payable on maturity. On April 29, 2013, the entire principal balance of $15,000 and interest accrued thereupon of $138 was repaid. As of September 30, 2013, the principle balance owed on this loan was $0. | |
On March 21, 2013, the Company issued a Promissory Note to an entity owned and controlled by a shareholder in the amount of $12,500. The loan is due and payable in full on April 21, 2013. The loan bears an interest rate of 8% per annum, payable on maturity. On March 28, 2013, the entire principal balance and $19 of interest accrued thereupon was paid by an officer and director on behalf of the company. As of September 30, 2013, the principle balance owed on this loan is $0. During the nine months ended September 30, 2013, a total of $19 has been recorded as interest expense. | |
On April 8, 2013, the Company issued a Promissory Note in the amount of $50,000, which is due and payable on or before May 31, 2014. The loan bears an interest rate of 10% per annum, with payments due on the last day of each month. As of September 30, 2013, the principle balance owed on this loan is $42,972. During the nine months ended September 30, 2013, a total of $2,417 has been recorded as interest expense. | |
On April 29, 2013, the Company entered into an Investment Agreement, in which the Holder agreed to purchase Debentures up to a total principal amount of $1,100,000. Each Debenture will accrue interest on the unpaid principal of each individual Debenture at the rate of 8% per year from the date each Debenture is created until paid. As of September 30, 2013, the principle balance owed on this loan is $364,058. During the nine months ended September 30, 2013, a total of $8,811 has been recorded as interest expense. In connection with the April 29, 2013 Agreement, the Company also agreed to issue and sell to the investor, from time to time and subject to certain terms and conditions set forth in the Agreement, up to $15,000,000 of the Company’ common stock. As of the date of these financial statements, no shares of common stock have been sold pursuant to the Agreement. | |
On June 19, 2013, the Company entered into a Convertible Promissory Note, whereby the Company borrowed $42,500 from a third party entity. The loan is due and payable in full on March 21, 2014 and bears an interest rate of 8% per annum, payable on maturity. As of September 30, 2013, the principle balance owed on this loan is $42,500. Interest expense through September 30, 2013 in relation to this note is $952. The note is convertible into shares of the Company’s par value common stock at the later of (a) maturity or (b) prepayment prior to the maturity date at a variable conversion price calculated as 58% of the average of the lowest three trading prices during the ten trading days prior to the conversion date. Resultantly, a discount of $21,250 was attributed to the beneficial conversion feature of the note, which amount is being amortized over a period of nine months. As of September 30, 2013, a total of $7,949 has been amortized and recorded as interest expense, leaving a balance of $13,301 in discounts related to the beneficial conversion feature of this note. | |
On July 22, 2013 we issued a 8% debenture in the original principal amount of $10,000 payable on or before the 22nd day of July 2014 with attached warrants to purchase up to 20,000 shares of the Company’s common stock at a price of $.50 per share at any time prior to the 22nd day of October 2016. On July 23, 2013 we issued a 8% debenture in the original principal amount of $30,000 payable on or before the 23rd day of July 2014 with attached warrants to purchase up to 60,000 shares of the Company’s common stock at a price of $.50 per share at any time prior to the 23rd day of October 2016. On July 29, 2013 we issued a 8% debenture in the original principal amount of $100,000 payable on or before the 29th day of July 2014 with attached warrants to purchase up to 200,000 shares of the Company’s common stock at a price of $.50 per share at any time prior to the 29th day of October 2016. On September 11, 2013 we issued a 15% debenture in the original principal amount of $10,000 payable on or before the 11th day of September 2014 with attached warrants to purchase up to 20,000 shares of the Company’s common stock at a price of $.50 per share at any time prior to the 11th day of October 2016. As of September 30, 2013, the principle balance owed on these loans is $150,000. Resultantly, a discount of $62,959 was attributed to the warrants being given in return for loans, which amount is being amortized over a period of twelve months. As of September 30, 2013, a total of $10,493 has been amortized and recorded as interest expense, leaving a balance of $52,466 in discounts related to the beneficial conversion feature of this note. | |
On August 19, 2013, the Company entered into a Convertible Promissory Note, whereby the Company borrowed $32,500 from a third party entity. The loan is due and payable in full on May 21, 2014 and bears an interest rate of 8% per annum, payable on maturity. As of September 30, 2013, the principle balance owed on this loan is $32,500. Interest expense through September 30, 2013 in relation to this note is $235. The note is convertible into shares of the Company’s par value common stock at the later of (a) maturity or (b) prepayment prior to the maturity date at a variable conversion price calculated as 58% of the average of the lowest three trading prices during the ten trading days prior to the conversion date. Resultantly, a discount of $16,250 was attributed to the beneficial conversion feature of the note, which amount is being amortized over a period of nine months. As of September 30, 2013, a total of $3,173 has been amortized and recorded as interest expense, leaving a balance of $13,077 in discounts related to the beneficial conversion feature of this note | |
The securities were issued without registration in reliance on the exemption from registration in section 4(a)(2) of the Securities Act of 1933 because the offer and sale was made only to accredited investors as defined in Rule 501 of Regulation D without general solicitation or advertising; and the purchasers given access to information about our business and the opportunity to ask questions and receive answers about our business prior to making any investment decision. | |
During the nine months ended September 30, 2013, the Company issued Promissory Notes to a shareholder of the Company in the total of $6,231. The notes are due on demand and bear no interest. As of September 30, 2013, the remaining principal balance outstanding is $6,231. | |
During the nine months ended September 30, 2013, the Company issued Promissory Notes to two directors of the Company in the aggregate of $132,701. The notes are due on demand and bear no interest. As of September 30, 2013, the Company repaid $62,057 of the notes and the remaining principal balance outstanding is $70,644. | |
During the nine months ended September 30, 2013, two of the Company’s officers have been deferring salaries earned. As of September 30, 2013, the Company has accrued executive compensation to these two officers totaling $14,000. | |
Stockholders_deficit
Stockholders' deficit | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Stockholders' deficit | ' |
Note 9 - Stockholders’ deficit | |
The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par value preferred stock. | |
On June 18, 2008, the Board of Directors authorized and declared a forward stock split to be affected in the form of a stock dividend, whereby eight new shares of common stock will be issued for each one existing share of common stock that is outstanding as of June 18, 2008, resulting in a total of nine post-split shares for each pre-split share outstanding, payable on July 17, 2008. All references to share and per share information in the financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis. | |
On January 3, 2013, the Company filed a Certificate of Designation with the State of Nevada to designate up to 20,000,000 shares of preferred stock as “Series A.” The Series A Preferred Stock holds no voting rights, but is automatically convertible into shares of the Company’s common stock immediately upon the effectiveness of a Certificate of Change filed by the Company to increase the number of shares of common stock the Company would become authorized to issue. | |
On January 7, 2013, the Board of Directors authorized and a majority of the stockholders of the Company ratified, by written consent, a resolution to increase the authorized number of shares of the Company to 400,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock (of which 20,000,000 have been designated as Series A Preferred Stock and 80,000,000 shares of preferred stock available for the Company to assign or designate such provisions or preferences as may be assigned by the Board of Directors). The name change and increase in authorized capital became effective with the State of Nevada on February 7, 2013. | |
Through the year ended December 31, 2012, the founding shareholder of the Company donated cash in the amount of $42,800. The entire amount is considered donated capital and recorded as additional paid-in capital. | |
During the month of December, 2012, the Company conducted a private offering, in which it sold 927,500 shares of Series A Preferred Stock for $371,000 in cash. The Series A Preferred Stock was subscribed and paid for as of December 31, 2012; however, the certificates representing the shares were not issued during the period and resultantly, there was $927 in Series A Preferred Stock Payable. On January 9, 2013, the Company issued stock certificates to subscribers of 927,500 shares of the Company’s Series A Preferred Stock in satisfaction of the Company’s $927 Series A Preferred Stock Payable as of December 31, 2012. | |
On December 31, 2012, the Company agreed to issue a total of 119,423 shares of common stock for the conversion of a total of $47,769 in principal and interest accrued thereupon. The Common Stock was subscribed and paid for as of December 31, 2012; however, the certificates representing the shares were not issued during the period and resultantly, there was $119 in Common Stock Payable. On January 9, 2013, the Company issued stock certificates to subscribers of 119,423 shares of the Company’s Common Stock in satisfaction of the Company’s $119 Common Stock Payable as of December 31, 2012. See Note 8 - Debt and Interest Expense for additional information. | |
From January 1, 2013 through March 31, 2013, the Company sold 1,277,500 shares of its Series A Preferred Stock for total proceeds of $511,000. | |
On February 7, 2013, in connection with the effectiveness of the Company’s Certificate of Change to increase the authorized capital of the Company, all shares of the Company’s Series A Preferred Stock were automatically converted into 1,605,000 shares of the Company’s common stock. | |
On April 4, 2013, the Company issued 30,000 shares of its common stock to two individuals for advertising and marketing services rendered, valued at $12,000. | |
On June 11, 2013, the Company issued 340,000 shares of its common stock to various employees of the Company, as incentive compensation valued at $136,000. The shares vest quarterly over a period of one year. | |
On June 24, 2013, the Company issued 250,000 shares of its common stock to one entity, in exchange for prepaid advertising and marketing services valued at $100,000. | |
From April 1, 2013 to June 30, 2013, the Company sold 285,000 shares of its common stock for aggregate cash proceeds of $114,000. As of September 30, 2013, 55,000 shares of common stock were subscribed and paid for, but not yet issued; resultantly, the Company recorded $55 as common stock owed but not issued. | |
On July 8, 2013, the Company issued 1,000,000 shares of its common stock to one entity, in exchange for prepaid advertising and marketing services valued at $400,000. The services are to be performed for a period of 6 months from the date of issuance. The Company recorded Prepaid Stock Compensation in the amount of $400,000 related to the common stock issued for prepaid services. As of September 30, 2013, the Company recorded $186,667 as advertising and marketing expense and the balance in prepaid stock compensation was $213,333. | |
From July 1, 2013 to September 30, 2013, the Company sold 7,500 shares of its common stock for aggregate cash proceeds of $3,000. | |
As of September 30, 2013, there have been no other issuances of common stock. |
Warrants_and_Options
Warrants and Options | 3 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Notes | ' | ||||||
Warrants and Options | ' | ||||||
Note 10 - Warrants and Options | |||||||
As of December 31, 2012, there were no warrants or options outstanding to acquire any additional shares of common stock. | |||||||
On February 24, 2013, the Company entered into a contract with a third party consulting firm. As a portion of the compensation therefor, the Company issued warrants to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $1.75 per share. The warrants carry a life of 2 years. See Note 11 - Agreements for additional discussion regarding the Letter of Agreement. | |||||||
On February 26, 2013, the Company entered into a Letter of Agreement with a third party consulting firm. As a portion of the compensation therefor, the Company issued warrants to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $1.30 per share. The warrants carry a life of 2 years. See Note 11 - Agreements for additional discussion regarding the Letter of Agreement. | |||||||
On July 22, 2013 in connection with a debenture issuance we issued warrants to purchase up to 20,000 shares of the Company’s common stock at a price of $0.50 per share at any time prior to the 22nd day of October 2016. | |||||||
On July 23, 2013 in connection with a debenture issuance we issued warrants to purchase up to 60,000 shares of the Company’s common stock at a price of $0.50 per share at any time prior to the 23rd day of October 2016. | |||||||
On July 29, 2013 in connection with a debenture issuance we issued warrants to purchase up to 200,000 shares of the Company’s common stock at a price of $0.50 per share at any time prior to the 29th day of October 2016. | |||||||
On September 11, 2013 in connection with a debenture issuance we issued warrants to purchase up to 20,000 shares of the Company’s common stock at a price of $0.50 per share at any time prior to the 11th day of October 2016. | |||||||
The securities were issued without registration in reliance on the exemption from registration in section 4(a)(2) of the Securities Act of 1933 because the offer and sale was made only to accredited investors as defined in Rule 501 of Regulation D without general solicitation or advertising; and the purchasers given access to information about our business and the opportunity to ask questions and receive answers about our business prior to making any investment decision. | |||||||
The following is a summary of the status of all of the Company’s stock warrants as of September 30, 2013 and 2012 and changes during the nine months ended on those dates: | |||||||
Number | Weighted-Average | ||||||
Of Shares | Exercise Price | ||||||
Outstanding at December 31, 2011 | 0 | $0.00 | |||||
Granted | 0 | $0.00 | |||||
Exercised | 0 | $0.00 | |||||
Cancelled | 0 | $0.00 | |||||
Outstanding at September 30, 2012 | 0 | $0.00 | |||||
Granted | 0 | $0.00 | |||||
Exercised | 0 | $0.00 | |||||
Cancelled | 0 | $0.00 | |||||
Outstanding at December 31, 2012 | 0 | $0.00 | |||||
Granted | 1,100,000 | $1.34 | |||||
Exercised | 0 | $0.00 | |||||
Cancelled | 0 | $0.00 | |||||
Outstanding at September 30, 2013 | 1,400,000 | $1.16 | |||||
Warrants exercisable at September 30, 2012 | 0 | $0.00 | |||||
Warrants exercisable at September 30, 2013 | 1,400,000 | $1.16 | |||||
The following tables summarize information about warrants outstanding and exercisable at June 30, 2013: | |||||||
WARRANTS OUTSTANDING | |||||||
Range of | Number of | Weighted-Average | Weighted- | ||||
Exercise Prices | Shares | Remaining | Average | ||||
Outstanding | Contractual | Exercise Price | |||||
Life in Years | |||||||
$ 0.50 - $ 1.75 | 1,400,000 | 1.77 | $1.16 | ||||
1,400,000 | 1.77 | $1.16 | |||||
WARRANTS EXERCISABLE | |||||||
Range of | Number of | Weighted- | |||||
Exercise Prices | Shares | Average | |||||
Exercisable | Exercise Price | ||||||
$ 0.50 - $ 1.75 | 1,400,000 | $1.16 | |||||
1,400,000 | $1.16 | ||||||
Agreements
Agreements | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Agreements | ' |
Note 11 - Agreements | |
On July 25, 2012, the Company entered into and closed an Intellectual Property Assignment Agreement (“July IP Agreement”) by and between the Company and Mr. Sebastian Barr, an individual (“Seller”). In accordance with the July IP Agreement, the Company acquired certain patents, prototypes and technical information the Seller (“Assets”), pertaining to child safety devices. In exchange for the Assets, the Company agreed to pay the Seller an aggregate of $42,500, pursuant to the following schedule: | |
1. An initial payment of $10,000 paid to Sunbeam Packing Services, LLC upon execution of the July IP Agreement; | |
2. $24,500 paid to the Seller upon execution of the July IP Agreement | |
3. The balance of $8,000 shall be paid in two installments: $4,000 upon the first anniversary date of the Agreement and $4,000 upon the second anniversary date of the July IP Agreement. | |
4. Additionally, the Company has agreed to pay to the Seller royalties of 2.5% of gross sales of products based on or directly derived from the Assets. In the event the Company sells, assigns of otherwise transfers the Assets, the Company has agreed to pay the Seller 2.5% of the gross amount of the sale of the Assets. | |
On December 24, 2012, the Company entered into and closed an Intellectual Property Assignment Agreement (“COS Agreement”) by and between the Company and Choice One Solutions, Inc., a Nevada corporation (“COS”). In accordance with the Agreement, the Company acquired research and development expenses related to certain information, ideas, know-how, concepts, techniques, systems, processes, procedures, methods and Internet domain addresses involving or relating to social media marketing. In exchange for the Assets, the Company agreed to pay the Seller an aggregate of $5,000 in cash. | |
On December 24, 2012, the Company entered into and closed an Intellectual Property Assignment Agreement (“MC Agreement”) by and between the Company and Mobile Caviar, LLC, an Arizona limited liability corporation (“MC”). In accordance with the Agreement, the Company acquired research and development expenses related to certain information, ideas, know-how, concepts, techniques, systems, processes, procedures, methods and Internet domain addresses involving or relating to mobile media marketing. In exchange for the Assets, the Company agreed to pay the Seller an aggregate of $5,000 in cash. | |
On December 24, 2012, the Company entered into and closed an Intellectual Property Assignment Agreement (“LCC Agreement”) by and between the Company and Lynn Cole Capital Corp., an Arizona corporation (“LCC”). In accordance with the Agreement, the Company acquired research and development expenses related to certain rights, title and interest in and to all intellectual property related to the text messaging platform called “PITOOEY!TM” In exchange for the Assets, the Company agreed to pay the Seller an aggregate of $5,000 in cash. | |
On December 27, 2012, the Company entered into a professional service agreement with a related entity for use of client services staff, administrative support and office space and equipment, for which the Company paid a retainer of $30,000. The retainer will be expensed at the sole discretion of the service firm and all ongoing expenses will be billed to the Company as incurred. As of September 30, 2013 and December 31, 2012, the balance in prepaid expenses was $0 and $30,000. | |
On January 29, 2013, the Company entered into an advertising arrangement with a radio network, for which the Company paid a deposit of $8,186 for two months of advertising and marketing services. As of September 30, 2013 and December 31, 2012, total prepaid expenses remaining related to this service provider was $0 ad $0. | |
On February 24, 2013, the Company entered into a contract with a third party consulting firm. As compensation therefor, the Company paid an initial fee of $4,750 for services rendered and is obligated to pay $3,000 per month for the next 11 months thereafter. In addition, the Company issued warrants to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $1.75 per share. See Note 7 - Prepaid Expenses and Deposits for additional discussion regarding the Prepaid Stock Compensation. See Note 10 - Warrants and Options for additional discussion regarding the warrants. | |
On February 26, 2013, the Company entered into a Letter of Agreement with a third party consulting firm. In exchange for certain consulting services, the Company is obligated to pay a total of $42,500, of which $30,000 was prepaid for services to be rendered and balance of $12,500 will be due upon completion of such services to be rendered. As additional compensation, the Company issued warrants to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $1.30 per share. In the event the Company secures a financing arrangement for $2,000,000, the Company shall issue the consultant additional warrants to purchase up to 3,000,000 shares of the Company’s common stock at an exercise price of $1.30 per share. See Note 7 - Prepaid Expenses and Deposits for additional discussion regarding the Prepaid Stock Compensation. See Note 10 - Warrants and Options for additional discussion regarding the warrants. |
Related_party_transactions
Related party transactions | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Related party transactions | ' |
Note 12 - Related party transactions | |
Since the inception of the Company, a shareholder, officer and director of the Company donated cash to the Company in the aggregate amount of $42,850. This amount has been donated to the Company and is not expected to be repaid and is considered additional paid-in capital. | |
On December 24, 2012, the Company entered into and closed an Intellectual Property Assignment Agreement by and between the Company and Choice One Solutions, Inc., a Nevada corporation owned and controlled by a related-party, whereby the Company acquired research and development expenses related to social media marketing. In exchange, the Company agreed to pay the Seller an aggregate of $5,000 in cash. See Note 11 - Agreements for additional information. | |
On December 24, 2012, the Company entered into and closed an Intellectual Property Assignment Agreement by and between the Company and Mobile Caviar, LLC, an Arizona limited liability corporation owned and controlled by a related-party, whereby the Company acquired research and development expenses related to mobile media marketing. In exchange, the Company agreed to pay the Seller an aggregate of $5,000 in cash. See Note 11 - Agreements for additional information. | |
On December 24, 2012, the Company entered into and closed an Intellectual Property Assignment Agreement by and between the Company and Lynn Cole Capital Corp., an Arizona corporation owned and controlled by a related-party, whereby the Company acquired research and development expenses related to the text messaging platform called “Pitooey!” In exchange, the Company agreed to pay the Seller an aggregate of $5,000 in cash. See Note 11 - Agreements for additional information. | |
On December 27, 2012, the Company entered into a professional service agreement with a related entity for use of client services staff, administrative support and office space and equipment, for which the Company paid a retainer of $30,000. The retainer will be expensed at the sole discretion of the service firm and all ongoing expenses will be billed to the Company as incurred. As of September 30, 2013 and December 31, 2012, the balance in prepaid expenses was $0 and $30,000. | |
On March 21, 2013, the Company issued a Promissory Note to an entity owned and controlled by a shareholder in the amount of $12,500. The loan is due and payable in full on April 21, 2013. The loan bears an interest rate of 8% per annum, payable on maturity. On March 28, 2013, the entire principal balance and $19 of interest accrued thereupon was paid by an officer and director on behalf of the company. As of September 30, 2013, the principle balance owed on this loan is $0. | |
During the nine months ended September 30, 2013, the Company issued Promissory Notes to a shareholder of the Company in the aggregate of $6,231. The notes are due on demand and bear no interest. As of September 30, 2013, the remaining principal balance outstanding is $6,231. | |
During the nine months ended September 30, 2013, the Company issued Promissory Notes to two directors of the Company in the aggregate of $132,701. The notes are due on demand and bear no interest. As of September 30, 2013, the Company repaid $62,057 of the notes and the remaining principal balance outstanding is $70,644. | |
During the nine months ended September 30, 2013, two of the Company’s officers have been deferring salaries earned. As of September 30, 2013, the Company has accrued executive compensation to these two officers totaling $14,000. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Subsequent Events | ' |
Note 13 - Subsequent Events | |
On October 7, 2013, the Company entered into a Convertible Promissory Note, whereby the Company borrowed $32,500 from a third party entity. The loan is due and payable in full on July 9th, 2014 and bears an interest rate of 8% per annum, payable on maturity. The note is convertible into shares of the Company’s par value common stock at the later of (a) maturity or (b) prepayment prior to the maturity date at a variable conversion price calculated as 58% of the average of the lowest three trading prices during the ten trading days prior to the conversion date. | |
On October 24, 2013 we issued a 20% debenture in the original principal amount of $20,000 payable on or before the 24nd day of March 2014 with attached warrants to purchase up to 40,000 shares of the Company’s common stock at a price of $0.50 per share at any time prior to the 24nd day of October 2016. | |
On October 24, 2013 we issued a 20% debenture in the original principal amount of $20,000 payable on or before the 24nd day of March 2014 with attached warrants to purchase up to 40,000 shares of the Company’s common stock at a price of $0.50 per share at any time prior to the 24nd day of October 2016. | |
On October 24, 2013 we issued a 20% debenture in the original principal amount of $10,000 payable on or before the 24nd day of March 2014 with attached warrants to purchase up to 20,000 shares of the Company’s common stock at a price of $0.50 per share at any time prior to the 24nd day of October 2016. | |
On October 24, 2013 we issued a 20% debenture in the original principal amount of $20,000 payable on or before the 21st day of October 2014 with attached warrants to purchase up to 40,000 shares of the Company’s common stock at a price of $0.50 per share at any time prior to the 21nd day of October 2016. | |
On November 1, 2013, the Company issued 300,000 shares of its common stock to one entity for services to be rendered over a period ending January 31, 2014. | |
On November 20, 2013 we issued a 20% debenture in the original principal amount of $10,000 payable on or before the 24nd day of March 2014 with attached warrants to purchase up to 20,000 shares of the Company’s common stock at a price of $0.50 per share at any time prior to the 24nd day of October 2016. | |
The securities were issued without registration in reliance on the exemption from registration in section 4(a)(2) of the Securities Act of 1933 because the offer and sale was made only to accredited investors as defined in Rule 501 of Regulation D without general solicitation or advertising; and the purchasers given access to information about our business and the opportunity to ask questions and receive answers about our business prior to making any investment decision. | |
The Company’s Management has reviewed all other material events through the date of this report in accordance with ASC 855-10, and believes there are no further material subsequent events to report. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies: Principles of consolidation (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Principles of consolidation | ' |
Principles of consolidation | |
For the nine months ended September 30, 2013, the consolidated financial statements include the accounts of Pitooey!, Inc., Choice One Mobile, Inc., Pitooey! Mobile, Inc. and Rockstar Digital, Inc. All significant intercompany balances and transactions have been eliminated. Pitooey!, Inc., Choice One Mobile, Inc., Pitooey! Mobile, Inc. and Rockstar Digital, Inc. will be collectively referred herein to as the “Company”. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Use of estimates (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Use of estimates | ' |
Use of estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Cash and cash equivalents- (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Cash and cash equivalents- | ' |
Cash and cash equivalents | |
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies: Accounts Receivable Policy (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Accounts Receivable Policy | ' |
Accounts receivable | |
Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable, however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies: Intangible assets- (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Intangible assets- | ' |
Intangible assets | |
Management regularly reviews property, equipment, intangibles and other long-lived assets for possible impairment. This review occurs quarterly, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, then management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Management believes that the accounting estimate related to impairment of its property and equipment, is a “critical accounting estimate” because: (1) it is highly susceptible to change from period to period because it requires management to estimate fair value, which is based on assumptions about cash flows and discount rates; and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as net income, could be material. Management’s assumptions about cash flows and discount rates require significant judgment because actual revenues and expenses have fluctuated in the past and are expected to continue to do so. | |
The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company will commence amortization once the economic benefits of the assets began to be consumed. | |
The Company reviews the carrying value of intangible assets for impairment whenever events and circumstances indicate that the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the fair value. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. During the nine months ended September 30, 2013 and 2012, there was no impairment necessary. |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies: Property and equipment- (Policies) | 3 Months Ended | |
Sep. 30, 2013 | ||
Policies | ' | |
Property and equipment- | ' | |
Property and equipment | ||
Property and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: | ||
Computer equipment | 3 years | |
Furniture and Equipment | 5 years | |
The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as of September 30, 2013 and 2012. Depreciation expense for the nine months ended September 30, 2013 and 2012 totaled $10,976 and $0, respectively. |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies: Revenue recognition (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Revenue recognition | ' |
Revenue recognition | |
The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. | |
Sales related to long-term contracts for services (such as programming, website development and maintenance) extending over several years are accounted for under the percentage-of-completion method of accounting. Sales and earnings under these contracts are recorded based on the ratio of actual costs incurred to total estimated costs expected to be incurred related to the contract under the cost-to-cost method based budgeted milestones or tasks as designated per each contract. Anticipated losses on contracts are recognized in full in the period in which losses become probable and estimable. | |
For all other sales of product or services the Company recognizes revenues based on the terms of the customer agreement. The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the product or service being sold and the sales price. If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized on the date of the customer agreement, invoice or purchase order. |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies: Merchant Reserves Policy (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Merchant Reserves Policy | ' |
Merchant Reserves | |
The Company processes sales through a third-party credit card merchant processor. A percentage of all sales is deducted and held by the merchant in a reserve account in the event of chargeback, refunds or customer voids. As of September 30, 2013 and 2012, there was $48,487 and $0 held in the merchant reserve account, respectively. |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies: Cost of Revenue Policy (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Cost of Revenue Policy | ' |
Cost of Revenue | |
The Company’s cost of revenue primarily consists of credit card processing fees and client-specific dedicated Internet service costs. |
Recovered_Sheet1
Summary of Significant Accounting Policies: Stock-based compensation- (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Stock-based compensation- | ' |
Stock-based compensation | |
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | |
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Recovered_Sheet2
Summary of Significant Accounting Policies: Advertising and marketing costs- (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Advertising and marketing costs- | ' |
Advertising and marketing costs | |
The Company expenses all costs of advertising as incurred. During the nine months ended September 30, 2013 and 2012, advertising and marketing costs were $507,354 and $0, respectively. |
Recovered_Sheet3
Summary of Significant Accounting Policies: Loss per common share (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Loss per common share | ' |
Loss per common share | |
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the conversion of preferred stock. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. |
Recovered_Sheet4
Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The carrying amounts reflected in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. | |
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
The three levels of the fair value hierarchy are described below: | |
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
Recovered_Sheet5
Summary of Significant Accounting Policies: Income Taxes- (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Income Taxes- | ' |
Income Taxes | |
The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. | |
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. |
Recovered_Sheet6
Summary of Significant Accounting Policies: Dividends- (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Dividends- | ' |
Dividends | |
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception |
Recovered_Sheet7
Summary of Significant Accounting Policies: Recent pronouncements (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Recent pronouncements | ' |
Recent pronouncements | |
The Company has evaluated the recent accounting pronouncements through November 25, 2013, and believes that none of them will have a material effect on the company’s financial position, results of operations or cash flows. |
Fixed_Assets_Note_List_of_fixe
Fixed Assets Note: List of fixed assets (Tables) | 3 Months Ended | |||||
Sep. 30, 2013 | ||||||
Tables/Schedules | ' | |||||
List of fixed assets | ' | |||||
30-Sep-13 | 31-Dec-12 | |||||
Computer equipment | $ | 39,716 | $ | -- | ||
Furniture and equipment | 13,996 | -- | ||||
Fixed assets, total | 53,712 | -- | ||||
Less: accumulated depreciation | -10,976 | -- | ||||
Fixed assets, net | $ | 50,178 | $ | -- |
Warrants_and_Options_Schedule_
Warrants and Options: Schedule of Warrant Activity (Tables) | 3 Months Ended | |||
Sep. 30, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Warrant Activity | ' | |||
Number | Weighted-Average | |||
Of Shares | Exercise Price | |||
Outstanding at December 31, 2011 | 0 | $0.00 | ||
Granted | 0 | $0.00 | ||
Exercised | 0 | $0.00 | ||
Cancelled | 0 | $0.00 | ||
Outstanding at September 30, 2012 | 0 | $0.00 | ||
Granted | 0 | $0.00 | ||
Exercised | 0 | $0.00 | ||
Cancelled | 0 | $0.00 | ||
Outstanding at December 31, 2012 | 0 | $0.00 | ||
Granted | 1,100,000 | $1.34 | ||
Exercised | 0 | $0.00 | ||
Cancelled | 0 | $0.00 | ||
Outstanding at September 30, 2013 | 1,400,000 | $1.16 | ||
Warrants exercisable at September 30, 2012 | 0 | $0.00 | ||
Warrants exercisable at September 30, 2013 | 1,400,000 | $1.16 |
Warrants_and_Options_Schedule_1
Warrants and Options: Schedule of Warrants Outstanding (Tables) | 3 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Warrants Outstanding | ' | ||||||
WARRANTS OUTSTANDING | |||||||
Range of | Number of | Weighted-Average | Weighted- | ||||
Exercise Prices | Shares | Remaining | Average | ||||
Outstanding | Contractual | Exercise Price | |||||
Life in Years | |||||||
$ 0.50 - $ 1.75 | 1,400,000 | 1.77 | $1.16 | ||||
1,400,000 | 1.77 | $1.16 |
Warrants_and_Options_Schedule_2
Warrants and Options: Schedule of Warrants Exercisable (Tables) | 3 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Warrants Exercisable | ' | ||||
WARRANTS EXERCISABLE | |||||
Range of | Number of | Weighted- | |||
Exercise Prices | Shares | Average | |||
Exercisable | Exercise Price | ||||
$ 0.50 - $ 1.75 | 1,400,000 | $1.16 | |||
1,400,000 | $1.16 |
History_and_organization_of_th1
History and organization of the company (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Common shares authorized to be issued | 400,000,000 | 100,000,000 |
Par value of common stock | $0.00 | $0.00 |
Preferred shares authorized to be issued | 80,000,000 | 80,000,000 |
Par value of preferred stock | $0.00 | $0.00 |
Recovered_Sheet8
Summary of Significant Accounting Policies: Property and equipment- (Details) (USD $) | 6 Months Ended | 3 Months Ended | |
Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Computer Equipment | Furniture and Fixtures | ||
Property, Plant and Equipment, Useful Life | ' | '3 years | '5 years |
Depreciation expense | $10,976 | ' | ' |
Recovered_Sheet9
Summary of Significant Accounting Policies: Merchant Reserves Policy (Details) (USD $) | Sep. 30, 2013 |
Details | ' |
Merchant reserve account | $48,487 |
Recovered_Sheet10
Summary of Significant Accounting Policies: Advertising and marketing costs- (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Details | ' | ' |
Advertising and marketing costs | $214,077 | $507,354 |
Going_concern_Details
Going concern (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Accumulated deficit | ($2,947,727) | ($306,334) |
Sales | $355,033 | ' |
Fixed_Assets_Note_List_of_fixe1
Fixed Assets Note: List of fixed assets (Details) (USD $) | Sep. 30, 2013 |
Property, Plant and Equipment, Gross | $53,712 |
(Less) Accumulated depreciation | -10,976 |
Fixed Assets, Net (total) | 50,178 |
Computer Equipment | ' |
Property, Plant and Equipment, Gross | 39,716 |
Furniture and Fixtures | ' |
Property, Plant and Equipment, Gross | $13,996 |
Deferred_Revenue_Note_Details
Deferred Revenue Note (Details) (USD $) | Sep. 30, 2013 |
Details | ' |
deferred revenue related to projects | $46,240 |
Prepaid_expenses_and_deposits_
Prepaid expenses and deposits (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 27, 2012 | Sep. 30, 2013 | Jan. 29, 2013 | Sep. 30, 2013 | Feb. 24, 2013 | Sep. 30, 2013 | Feb. 26, 2013 | Sep. 30, 2013 | Jun. 11, 2013 | Sep. 30, 2013 | Jun. 24, 2013 | Sep. 30, 2013 | Jul. 08, 2013 |
Professional Service Agreement | Professional Service Agreement | Advertising Arrangement with radio network | Advertising Arrangement with radio network | Third party consulting firm | Third party consulting firm | Letter of Agreement | Letter of Agreement | Employee Stock Incentive | Employee Stock Incentive | Prepaid advertising and marketing services | Prepaid advertising and marketing services | Prepaid advertising and marketing services (2) | Prepaid advertising and marketing services (2) | ||
Deposit/Retainer | ' | ' | $30,000 | ' | $8,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses | ' | 30,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid stock compensation | 262,798 | ' | ' | ' | ' | 0 | 56,494 | 243,469 | 640,551 | 96,722 | 136,000 | 0 | 100,000 | 213,333 | 400,000 |
Salaries expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,278 | ' | ' | ' | ' | ' |
Advertising and marketing expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | 186,667 | ' |
Undeposited Funds | $2,779 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_and_interest_expense_Deta
Debt and interest expense (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Apr. 10, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 10, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 10, 2012 | Jul. 25, 2012 | Sep. 30, 2013 | Apr. 29, 2013 | Mar. 18, 2013 | Sep. 30, 2013 | Mar. 28, 2013 | Mar. 21, 2013 | Mar. 18, 2013 | Sep. 30, 2013 | Apr. 08, 2013 | Sep. 30, 2013 | Apr. 29, 2013 | Sep. 30, 2013 | Jun. 19, 2013 | Sep. 30, 2013 | Sep. 11, 2013 | Jul. 29, 2013 | Jul. 23, 2013 | Jul. 22, 2013 | Sep. 30, 2013 | Aug. 19, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Promissory Note 1 | Promissory Note 1 | Promissory Note 2 | Promissory Note 2 | Promissory Note 2 | Promissory Note 3 | Promissory Note 3 | Promissory Note 3 | Intellectual Property Assignment Agreement | Promissory Note 4 | Promissory Note 4 | Promissory Note 4 | Promissory Note 5 | Promissory Note 5 | Promissory Note 5 | Promissory Note 5 | Promissory Note 6 | Promissory Note 6 | Investment Agreement Debentures | Investment Agreement Debentures | Convertible Promissory Note | Convertible Promissory Note | Debenture | Debenture | Debenture | Debenture | Debenture | Convertible Promissory Note 2 | Convertible Promissory Note 2 | Promissory Notes, Shareholder | Promissory Notes, Directors | |||
Loan payable | ' | $7,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory Note | ' | ' | 0 | 15,254 | 0 | 62,373 | 82,373 | 0 | 74,746 | 74,746 | ' | 0 | ' | 15,000 | 0 | ' | 12,500 | ' | 42,972 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,231 | 70,644 |
Interest rate of loan | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' | ' | 8.00% | ' | ' | ' | 8.00% | ' | 10.00% | ' | 8.00% | ' | 8.00% | ' | 15.00% | 8.00% | 8.00% | 8.00% | ' | 8.00% | ' | ' |
Accrued interest | ' | ' | 1,107 | ' | ' | 5,981 | ' | ' | 5,427 | ' | ' | ' | 138 | ' | ' | 19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense recorded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19 | ' | ' | ' | 2,417 | ' | 8,811 | ' | 7,949 | ' | 10,493 | ' | ' | ' | ' | 3,173 | ' | ' | ' |
Debentures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 364,058 | 1,100,000 | ' | ' | ' | 10,000 | 100,000 | 30,000 | 10,000 | ' | ' | ' | ' |
Stock to be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,500 | 42,500 | ' | ' | ' | ' | ' | 32,500 | 32,500 | ' | ' |
Debt discount amortized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,250 | ' | 62,959 | ' | ' | ' | ' | 16,250 | ' | ' | ' |
Beneficial conversion balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,301 | ' | 52,466 | ' | ' | ' | ' | 13,077 | ' | ' | ' |
Principal balance, debentures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash inflow from promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,231 | 132,701 |
Note amount repaid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,057 |
Accrued executive compensation | $14,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_deficit_Details
Stockholders' deficit (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||||||
Dec. 31, 2012 | Sep. 30, 2013 | Feb. 07, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Jul. 08, 2013 | Jun. 24, 2013 | Jun. 11, 2013 | Apr. 04, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | |
Preferred Class A | Preferred Class A | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | ||||
Donated cash | $42,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for cash | ' | ' | ' | 927,500 | 1,277,500 | ' | ' | ' | ' | ' | ' | 7,500 | 285,000 |
Proceeds from issuance of stock | ' | ' | ' | 371,000 | 511,000 | ' | ' | ' | ' | ' | ' | 3,000 | 114,000 |
Stock Payable | 927 | ' | ' | 927 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 119,423 | ' | ' |
Principal and interest converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,769 | ' | ' |
Stock payable | 119 | 55 | ' | ' | ' | ' | ' | ' | ' | 55 | 119 | 55 | ' |
Common stock converted from Preferred Series A Stock | ' | ' | 1,605,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for services | ' | ' | ' | ' | ' | 1,000,000 | 250,000 | ' | 30,000 | ' | ' | ' | ' |
Value of services | ' | ' | ' | ' | ' | 400,000 | 100,000 | ' | 12,000 | ' | ' | ' | ' |
Stock issued, incentive compensation | ' | ' | ' | ' | ' | ' | ' | 340,000 | ' | ' | ' | ' | ' |
Value of incentive compensation | ' | ' | ' | ' | ' | ' | ' | 136,000 | ' | ' | ' | ' | ' |
Prepaid stock compensation recorded | ' | ' | ' | ' | ' | ' | ' | ' | ' | $213,333 | ' | ' | ' |
Warrants_and_Options_Details
Warrants and Options (Details) (USD $) | Feb. 24, 2013 | Feb. 26, 2013 | Sep. 11, 2013 | Jul. 29, 2013 | Jul. 23, 2013 | Jul. 22, 2013 |
Contract with a third party consulting firm | Agreement with a third party consulting firm | Debenture issuance | Debenture issuance | Debenture issuance | Debenture issuance | |
Warrants issued | 100,000 | 1,000,000 | 20,000 | 200,000 | 60,000 | 20,000 |
Warrants issued, exercise price | $1.75 | $1.30 | $0.50 | $0.50 | $0.50 | $0.50 |
Warrants_and_Options_Schedule_3
Warrants and Options: Schedule of Warrant Activity (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Details | ' |
Warrants granted during period | 1,100,000 |
Weighted-average exercise price, warrants granted | 1.34 |
Warrants outstanding | $1,400,000 |
Warrants_and_Options_Schedule_4
Warrants and Options: Schedule of Warrants Outstanding (Details) | 3 Months Ended |
Sep. 30, 2013 | |
Details | ' |
Weighted average remaining contractual life in years | 1.77 |
Agreements_Details
Agreements (Details) (USD $) | Feb. 26, 2013 | Feb. 24, 2013 | Jul. 25, 2012 | Dec. 24, 2012 | Dec. 24, 2012 | Dec. 24, 2012 |
July IP Agreement | COS Agreement | MC Agreement | LCC Agreement | |||
Purchase of assets, aggregate price | ' | ' | $42,500 | $5,000 | $5,000 | $5,000 |
Initial Fee, third-party consulting firm | ' | 4,750 | ' | ' | ' | ' |
Monthly Fee, third-party consulting firm | ' | 3,000 | ' | ' | ' | ' |
Prepaid for services, Letter of Agreement | 30,000 | ' | ' | ' | ' | ' |
Balance due, Letter of Agreement | $12,500 | ' | ' | ' | ' | ' |
Related_party_transactions_Det
Related party transactions (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Shareholder | ' |
Note payable balance | $6,231 |
Directors | ' |
Note payable balance | 70,644 |
Amount of notes repaid | 62,057 |
Company's officers | ' |
Accrued executive compensation | $14,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Oct. 07, 2013 | Oct. 24, 2013 | Oct. 24, 2013 | Oct. 24, 2013 | Oct. 24, 2013 | Nov. 01, 2013 | Nov. 20, 2013 |
Convertible Promissory Note (subsequent event) | Debenture (subsequent event) | Debenture 2 (subsequent event) | Debenture 3 (subsequent event) | Debenture 4 (subsequent event) | Common stock (subsequent event) | Debenture 5 (subsequent event) | |
Convertible promissory note | $32,500 | ' | ' | ' | ' | ' | ' |
Interest rate of loan | 8.00% | 20.00% | 20.00% | 20.00% | 20.00% | ' | 20.00% |
Debentures | ' | $20,000 | $20,000 | $10,000 | $20,000 | ' | $10,000 |
Warrants issued | ' | 40,000 | 40,000 | 20,000 | 40,000 | ' | 20,000 |
Warrants issued, exercise price | ' | $0.50 | $0.50 | $0.50 | $0.50 | ' | $0.50 |
Shares issued for services | ' | ' | ' | ' | ' | 300,000 | ' |