Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Jun. 30, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'PITOOEY!, INC. | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001384365 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | 102,726,923 | ' |
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 | 'FY | ' |
Entity Public Float | ' | $44,577,405 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and equivalents | $142,029 | $418,104 |
Note receivable | 75,000 | ' |
Deposits and prepaid expenses | 200 | 30,000 |
Total current assets | 217,229 | 448,104 |
Fixed assets: | ' | ' |
Total fixed assets | 29,627 | ' |
Total assets | 246,856 | 448,104 |
Current liabilities: | ' | ' |
Accounts payable | 251,473 | 5,450 |
Accrued liabilities | 180,217 | ' |
Notes payable, net of discount | 514,541 | ' |
Notes payable - related parties | 211,326 | 148,369 |
Total current liabilities | 1,157,557 | 153,819 |
Long-term liabilities: | ' | ' |
Notes payable - long term | ' | 4,000 |
Total long-term liabilities | ' | 4,000 |
Total liabilities | 1,157,557 | 157,819 |
Stockholders' deficit | ' | ' |
Preferred stock value | ' | ' |
Preferred stock Series A value | ' | ' |
Preferred stock Series A payable | ' | 927 |
Common stock value | 102,818 | 99,450 |
Common stock payable | 283 | 119 |
Common stock subscribed but unpaid | -20,400 | ' |
Additional paid-in capital | 2,780,482 | 496,123 |
Accumulated (deficit) | -3,773,884 | -306,334 |
Total stockholders' equity | -910,701 | 290,285 |
Total liabilities and stockholders' equity | $246,856 | $448,104 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Note payable discount | $335,667 | ' |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 400,000,000 | 100,000,000 |
Common stock, shares issued | 102,726,923 | 99,450,000 |
Common stock, shares outstanding | 102,726,923 | 99,450,000 |
Common stock, shares owed | 51,000 | ' |
Preferred Series A | ' | ' |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | 93 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement | ' | ' | ' |
Revenue, net | $327,951 | ' | $329,625 |
Cost of goods sold | -34,033 | ' | -35,419 |
Gross profit | 293,918 | ' | 294,206 |
Expenses: | ' | ' | ' |
Advertising and marketing | 366,541 | ' | 366,541 |
Depreciation | 14,148 | ' | 14,148 |
Executive compensation | 351,218 | 15,000 | 377,472 |
General and administrative expenses | 553,135 | 48,660 | 688,448 |
Management fees - related party | 140,285 | ' | 140,285 |
Professional fees | 1,262,409 | 52,250 | 1,314,659 |
Salaries and wages | 926,627 | ' | 926,627 |
Total expenses | 3,614,363 | 115,910 | 3,828,180 |
Loss before other expenses | -3,320,445 | -115,910 | -3,533,974 |
Other expenses: | ' | ' | ' |
Interest expense | -118,748 | -12,515 | -131,263 |
Loss on disposition of fixed assets | -28,307 | ' | -28,307 |
Total other expenses | -147,055 | -12,515 | -159,570 |
Loss before provision for income taxes | -3,467,500 | -128,425 | -3,693,544 |
Provision for income taxes | -50 | -50 | -340 |
Net loss | ($3,467,550) | ($128,475) | ($3,693,884) |
Weighted average number of common shares outstanding - basic | 102,611,287 | 99,450,000 | ' |
Net loss per share- basic | ($0.03) | $0 | ' |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Deficit) (USD $) | Common Stock | Common Stock Owed But Not Issued | Common Stock Subscription Receivable | Preferred Stock | Preferred Stock, Owed But Not Issued | Warrants Issued | Additional Paid-in Capital | Deficit Accumulated during the Development Stage | Total Stockholders' Deficit |
Beginning Balance, amount at Mar. 27, 2006 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Founders shares issued, shares | 92,250,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Founders shares issued, value | $92,250 | ' | ' | ' | ' | ' | $2,750 | ($80,000) | $15,000 |
Donated capital | ' | ' | ' | ' | ' | ' | 5,000 | ' | 5,000 |
Net loss for the period | ' | ' | ' | ' | ' | ' | ' | -14,690 | -14,690 |
Ending Balance, amount at Dec. 31, 2006 | 92,250 | ' | ' | ' | ' | ' | 7,750 | -94,690 | 5,310 |
Ending Balance, shares at Dec. 31, 2006 | 92,250,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for cash, shares | 7,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for cash, value | 7,200 | ' | ' | ' | ' | ' | 32,800 | ' | 40,000 |
Net loss for the period | ' | ' | ' | ' | ' | ' | ' | -17,084 | -17,084 |
Ending Balance, amount at Dec. 31, 2007 | 99,450 | ' | ' | ' | ' | ' | 40,550 | -111,774 | 28,226 |
Ending Balance, shares at Dec. 31, 2007 | 99,450,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | ' | ' | ' | ' | -28,720 | -28,720 |
Ending Balance, amount at Dec. 31, 2008 | 99,450 | ' | ' | ' | ' | ' | 40,550 | -140,494 | -494 |
Ending Balance, shares at Dec. 31, 2008 | 99,450,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Donated capital | ' | ' | ' | ' | ' | ' | 5,200 | ' | 5,200 |
Net loss for the period | ' | ' | ' | ' | ' | ' | ' | -9,667 | -9,667 |
Ending Balance, amount at Dec. 31, 2009 | 99,450 | ' | ' | ' | ' | ' | 45,750 | -150,161 | -4,961 |
Ending Balance, shares at Dec. 31, 2009 | 99,450,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Donated capital | ' | ' | ' | ' | ' | ' | 11,200 | ' | 11,200 |
Net loss for the period | ' | ' | ' | ' | ' | ' | ' | -11,575 | -11,575 |
Ending Balance, amount at Dec. 31, 2010 | 99,450 | ' | ' | ' | ' | ' | 56,950 | -161,736 | -5,336 |
Ending Balance, shares at Dec. 31, 2010 | 99,450,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Donated capital | ' | ' | ' | ' | ' | ' | 14,000 | ' | 14,000 |
Net loss for the period | ' | ' | ' | ' | ' | ' | ' | -16,123 | -16,123 |
Ending Balance, amount at Dec. 31, 2011 | 99,450 | ' | ' | ' | ' | ' | 70,950 | -177,859 | -7,459 |
Ending Balance, shares at Dec. 31, 2011 | 99,450,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Donated capital | ' | ' | ' | ' | ' | ' | 7,450 | ' | 7,450 |
Stock owed but not issued, value | ' | 119 | ' | ' | 927 | ' | 48,020 | ' | 418,769 |
Net loss for the period | ' | ' | ' | ' | ' | ' | ' | -128,475 | -128,475 |
Ending Balance, amount at Dec. 31, 2012 | 99,450 | 119 | ' | ' | 927 | ' | 496,123 | -306,334 | 290,285 |
Beginning Balance, shares at Dec. 31, 2012 | 99,450,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for cash, shares | 287,500 | ' | ' | 1,307,500 | ' | ' | ' | ' | ' |
Shares issued for cash, value | 288 | ' | ' | 1,308 | ' | ' | 624,405 | ' | 626,000 |
Stock owed but not issued, value | ' | 283 | ' | ' | ' | ' | 112,718 | ' | 113,000 |
Issuance of stock owed, shares | 119,423 | ' | ' | 927,500 | ' | ' | ' | ' | ' |
Issuance of stock owed, value | 119 | -119 | ' | 927 | -927 | ' | ' | ' | ' |
Preferred stock converted to common stock, shares | 2,235,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock converted to common stock, value | 2,235 | ' | ' | -2,235,000 | ' | ' | ' | ' | ' |
Warrants issued to consultants for services, shares | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' |
Warrants issued to consultants for services, value | ' | ' | ' | ' | ' | ' | 645,854 | ' | 645,854 |
Warrants issued to with note issuances, shares | ' | ' | ' | ' | ' | 780,000 | ' | ' | ' |
Warrants issued to with note issuances, value | ' | ' | ' | ' | ' | ' | 380,554 | ' | 380,554 |
Note payable discount | ' | ' | ' | ' | ' | ' | 45,150 | ' | 45,150 |
Stock issued to employees for services, shares | 340,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued to employees for services, value | 340 | ' | ' | ' | ' | ' | 203,660 | ' | 204,000 |
Stock issued to consultants for services, shares | 330,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued to consultants for services, value | 330 | ' | ' | ' | ' | ' | 251,670 | ' | 252,000 |
Stock subscribed for but not paid for | 51 | ' | -20,400 | ' | ' | ' | 20,349 | ' | ' |
Stock donated, shares | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock donated, value | 5 | ' | ' | ' | ' | ' | ' | ' | 5 |
Net loss for the period | ' | ' | ' | ' | ' | ' | ' | -3,467,550 | -3,467,550 |
Ending Balance, amount at Dec. 31, 2013 | $102,818 | $283 | ($20,400) | ' | ' | $1,880,000 | $2,780,482 | ($3,773,884) | ($910,701) |
Ending Balance, shares at Dec. 31, 2013 | 102,766,923 | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 93 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Operating activities | ' | ' | ' |
Net Loss | ($3,467,550) | ($128,475) | ($3,693,884) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' | ' |
Shares issued for services | ' | ' | 10,000 |
Depreciation | 14,148 | ' | 14,148 |
Loss on disposition of fixed assets | 28,307 | ' | 28,307 |
Non cash advertising and marketing expense | 12,000 | ' | 12,000 |
Gain on debt forgiveness | -7,250 | ' | -7,250 |
Interest expense due to discount amortization | 90,037 | ' | 90,037 |
Amortization of stock and warrants issued for prepaid expenses | 1,089,854 | ' | 1,089,854 |
Changes in operating assets and liabilities: | ' | ' | ' |
Decrease (Increase) in deposits and prepaid expenses | 29,800 | -30,000 | -200 |
(Increase) Decrease in accounts payable | 246,022 | 3,863 | 251,472 |
(Increase) Decrease in accrued liabilities | 158,230 | ' | 158,230 |
Increase in accrued interest | 21,987 | ' | 21,987 |
Net cash used by operating activities | -1,784,416 | -154,612 | -2,025,300 |
Investing activities | ' | ' | ' |
Purchase of fixed assets | 72,082 | ' | 72,082 |
Net cash used by investing activities | -72,082 | ' | -72,082 |
Financing activities | ' | ' | ' |
Proceeds from donated capital | ' | 7,450 | 42,850 |
Repayment of notes payable | 63,722 | ' | 63,722 |
Proceeds from notes payable | 834,931 | 192,888 | 1,035,069 |
Repayment of notes payable - related parties | 215,698 | ' | 215,698 |
Proceeds from notes payable - related parties | 285,905 | ' | 285,905 |
Issuances of preferred stock | 511,000 | 371,000 | 882,000 |
Issuances of common stock | 228,007 | ' | 273,007 |
Net cash provided by financing activities | 1,580,423 | 571,338 | 2,239,411 |
Net increase (decrease) in cash | -276,075 | 416,726 | 142,029 |
Cash - beginning of the period | 418,104 | 1,378 | ' |
Cash - ending of the period | 142,029 | 418,104 | 142,029 |
Supplemental disclosures: | ' | ' | ' |
Interest paid | 4,455 | ' | 4,455 |
Income taxes paid | 50 | 50 | 340 |
Non-cash transactions: | ' | ' | ' |
Warrants issued for services | 645,854 | ' | 645,854 |
Warrants issued in connection with Notes payable | 380,554 | ' | 380,554 |
Number of warrants issued for in connection with Notes payable | 780,000 | ' | 780,000 |
Number of warrants issued for services | 1,100,000 | ' | 1,100,000 |
Number of shares issued for services | 670,000 | ' | 90,670,000 |
Number of shares issued for services - related party | ' | ' | 10,000 |
Note payable converted to stock | ' | $47,769 | $47,769 |
Number of shares owed but not issued | 282,500 | ' | 282,500 |
Number of shares owed but not issued for note conversion | ' | 119,423 | 119,423 |
Number of shares subscribed but not paid for | 51,000 | ' | 51,000 |
History_and_organization
History and organization | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
History and organization | ' |
Note 1 - History and Organization | |
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 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 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 was effective with the State of Nevada 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. | |
On October 31, 2013, the company, as part of its settlement agreement with the employees of Rockstar Digital (See Footnote 10 - Commitments and Contingencies), ceased operations of its wholly owned subsidiary, Rockstar Digital, Inc. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Notes | ' | |
Summary of Significant Accounting Policies | ' | |
Note 2 - Summary of Significant Accounting Policies | ||
Principles of consolidation | ||
For the year ended December 31, 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 significantly 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. | ||
Subscriptions receivable | ||
Once the Company receives a firm commitment from an investor to provide either a loan or an equity investment the Company records that commitment as a subscription receivable and a credit to the related liability or equity account. Subscription receivables for stock purchases are carried in the equity section. Commitments are evidenced by signed Note or Stock Subscription agreements. | ||
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 years ended December 31, 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 December 31, 2013 and 2012. Depreciation expense for the years ended December 31, 2013 and 2012 totaled $14,148 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 December 31, 2013 and 2012, there was $0 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, direct labor installation costs 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 year ended December 31, 2013 and 2012, advertising and marketing costs were $366,541 and $0, respectively. | ||
Loss per common share | ||
Net loss per share is provided in accordance with ASC Subtopic 260-10. The Company presents 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 exercise of stock warrants. 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 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). | ||
All values for the Company are based on Level 1 observations. | ||
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 March 21, 2014, 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 | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Going Concern | ' |
Note 3 - 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 ($3,773,884) as of December 31, 2013, and had net sales of $327,951 during the year ended December 31, 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. |
Notes_Receivable_Note
Notes Receivable, Note | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Notes | ' | |||||
Notes Receivable, Note | ' | |||||
Note 4 - Notes Receivable | ||||||
Subscriptions receivable consist of receivables for commitments to invest for one Debenture purchase which had been committed to but not paid for as of December 31, 2013. See Note 15 - Subsequent Events for more detail. | ||||||
Detail on subscriptions receivable is as follows: | ||||||
Notes Receivable | 2013 | 2012 | ||||
Note payable | $ | 75,000 | $ | -- | ||
Total notes receivable | $ | 75,000 | $ | -- | ||
This Note was non interest bearing. |
Fixed_Assets_Note
Fixed Assets, Note | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Notes | ' | |||||
Fixed Assets, Note | ' | |||||
Note 5 - Fixed Assets | ||||||
Fixed assets consisted of the following at: | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Computer equipment | $ | 29,778 | $ | -- | ||
Furniture and equipment | 13,997 | -- | ||||
Fixed assets, total | 43,775 | -- | ||||
Less: accumulated depreciation | -14,148 | -- | ||||
Fixed assets, net | $ | 29,627 | $ | -- | ||
Depreciation expenses for the years ended December 31, 2013 and 2012 were $14,148 and $0, respectively. | ||||||
The Company distributed assets totaling $28,307 to employees of Rockstar Digital as part of its shutdown of that entity. See Note 14 - Agreements for additional discussion regarding this agreement. |
Deferred_Revenue_Note
Deferred Revenue, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Deferred Revenue, Note | ' |
Note 6 - Deferred Revenue | |
As of December 31, 2013 and December 31, 2012, the Company had $0 and $0 in deferred revenue related to projects paid in advance of fulfillment. |
Prepaid_Expenses_and_Deposits_
Prepaid Expenses and Deposits, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Prepaid Expenses and Deposits, Note | ' |
Note 7 - Prepaid expenses and deposits | |
On December 27, 2012, the Company entered into a professional service agreement with the Company’s CEO 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 December 31, 2013 and December 31, 2012, the balance in prepaid expenses for this transaction was $0 and $30,000. | |
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. On December 18, 2013 the Company reached an agreement with this entity that resulted in cancelation of all shares previously issued. Consequently, as of December 31, 2013, the Company had reversed all previous accrued entries to Prepaid Stock Compensation, professional expense and equity. | |
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. On December 18, 2013 the Company reached an agreement with this entity that resulted in cancelation of all shares previously issued. Consequently, as of December 31, 2013, the Company had reversed all previous accrued entries to Prepaid Stock Compensation, professional expense and equity. |
Accrued_Liabilities_Note
Accrued Liabilities, Note | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Notes | ' | |||||
Accrued Liabilities, Note | ' | |||||
Note 8 - Accrued Liabilities | ||||||
Accrued liabilities as of December 31, 2013 and December 31, 2012 consisted of: | ||||||
Year ended | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Accrued payroll | $ | 47,662 | $ | -- | ||
Accrued payroll taxes | 61,334 | -- | ||||
Executive compensation | 38,000 | -- | ||||
Deferred rent | 11,273 | -- | ||||
Accrued interest | 21,987 | -- | ||||
$ | 180,217 | $ | -- | |||
Debt_and_Interest_Expense
Debt and Interest Expense | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes | ' | ||||||||
Debt and Interest Expense | ' | ||||||||
Note 9 - Debt and Interest Expense | |||||||||
Through December 31, 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 12 - 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 December 31, 2013 and December 31, 2012, the principle balance owed on this loan was $0 and $62,373, respectively. See Note 12 - 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 December 31, 2013 and December 31, 2012, the principle balance owed on this loan was $0 and $74,746, respectively. See Note 12 - Stockholders’ Equity for additional information. | |||||||||
On July 25, 2012, the Company entered into an Intellectual Property Assignment Agreement. (See note 11 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 was 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 was due July 25, 2014, the second anniversary date of the Agreement and is considered a current note payable. | |||||||||
The Company has since decided not to complete the purchase of this intellectual property and has not yet decided to make payments against this Note. The Company does not own this intellectual property and is delinquent on payment of this Note. | |||||||||
On April 29, 2013, the Company entered into an Investment Agreement, in which an investor agreed to purchase debentures up to a total principal amount of $1,100,000. This commitment was increased to $2,000,000 based on an agreement modification entered into on December 2, 2013. 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 issued until paid. As of December 31, 2013, the principle balance owed on this loan is $439,316 plus accrued interest. During the year ended December 31, 2013, a total of $16,432 has been recorded as interest expense. In connection with the April 29, 2013 Agreement and as modified by the December 2, 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 $25,000,000 of the Company’ common stock. As of the date of these financial statements, no shares of common stock have been issued pursuant to the Agreement. | |||||||||
Convertible promissory notes issued to third parties: | |||||||||
Note | 2013 | 2013 | |||||||
Note | Issuance | Maturity | Interest | Balance | Interest | Prepayment | Discount | ||
Amount | Date | Date | Rate | 12/31/13 | Expense | Penalty | Amount | ||
42,500 | 6/19/13 | 3/21/14 | 8% | - | 1,700 | 13,119 | 17,850 | ||
32,500 | 8/19/13 | 5/21/14 | 8% | 32,500 | 955 | - | 13,650 | ||
32,500 | 10/7/13 | 7/9/14 | 8% | 32,500 | 605 | - | 13,650 | ||
The convertible loans and accrued interest are due and payable in full on the maturity date. The notes are 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 42% of the face value of the Note was attributed to the beneficial conversion feature of the note, which amounts are being amortized over the maturity periods. As of December 31, 2013, a total of $28,720 has been amortized and recorded as interest expense, leaving a balance of $16,430 in discounts related to the beneficial conversion feature of these notes. | |||||||||
Debentures with warrants attached issued to third parties: | |||||||||
Note | Warrant | Note | 2013 | ||||||
Note | Issuance | Interest | Warrants | Due | Expiration | Exercise | Balance | Interest | |
Amount | Date | Rate | Attached | Date | Date | Price | 12/31/13 | Expense | |
10,000 | 7/22/13 | 8% | 20,000 | 7/22/14 | 7/22/16 | 0.5 | 10,000 | 355 | |
30,000 | 7/23/13 | 8% | 60,000 | 7/23/14 | 7/23/16 | 0.5 | 30,000 | 1,059 | |
100,000 | 7/29/13 | 8% | 200,000 | 7/29/14 | 7/29/16 | 0.5 | 100,000 | 3,397 | |
20,000 | 9/11/13 | 15% | 40,000 | 9/11/14 | 9/11/16 | 0.5 | 20,000 | 912 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 745 | |
10,000 | 10/24/13 | 20% | 20,000 | 10/24/14 | 10/24/16 | 0.5 | 10,000 | 373 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 745 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 745 | |
10,000 | 11/20/13 | 20% | 20,000 | 11/20/14 | 11/20/16 | 0.5 | 10,000 | 225 | |
75,000 | 12/30/13 | 8% | 150,000 | 12/30/14 | 12/30/16 | 0.5 | 75,000 | 16 | |
75,000 | 12/30/13 | 8% | 150,000 | 12/30/14 | 12/30/16 | 0.5 | 75,000 | 17 | |
As of December 31, 2013, the principle balance owed on these loans is $390,000. Based on a valuation of the warrants using the Black-Sholes method, a discount of $380,554 was attributed to the warrants being given in return for loans, which amount is being amortized over the respective twelve month maturity periods of the Notes. As of December 31, 2013, a total of $61,316 has been amortized and recorded as interest expense, leaving a balance of $319,238 in discounts related to the attached warrants. | |||||||||
Noninterest-bearing promissory notes issued to related parties: | |||||||||
Note | |||||||||
Note | Issuance | Maturity | Balance | ||||||
Amount | Date | Date | 12/31/13 | ||||||
136,363 | various | on demand | 74,315 | ||||||
12,323 | various | on demand | 12,323 | ||||||
35,434 | various | on demand | 23,329 | ||||||
6,231 | various | on demand | 6,231 | ||||||
15,000 | various | on demand | - | ||||||
Other promissory notes issued: | |||||||||
Note | 2013 | ||||||||
Note | Issuance | Maturity | Interest | Balance | Interest | ||||
Amount | Date | Date | Rate | 12/31/13 | Expense | ||||
15,000 | 3/18/13 | 5/15/13 | 8% | - | 138 | ||||
12,500* | 3/21/13 | 4/21/13 | 8% | - | 19 | ||||
50,000** | 4/8/13 | 5/31/14 | 10% | 28,778 | 3,671 | ||||
* Shareholder | |||||||||
** Shareholder - payments of principle and interest due at the end of each month | |||||||||
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 year ended December 31, 2013, the Company issued Promissory Notes to two directors of the Company in the aggregate of $171,797. The notes are due on demand and bear no interest. As of December 31, 2013, the Company repaid $61,830 of the notes and the remaining principal balance outstanding is $109,967. | |||||||||
During the year ended December 31, 2013, two of the Company’s officers have been deferring salaries earned. As of December 31, 2013, the Company has accrued executive compensation to these two officers totaling $38,000. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes | ' | |||
Commitments and Contingencies | ' | |||
Note 10 - Commitments and Contingencies | ||||
Office Facility Lease - The Company leases its office facility under an operating lease agreement that expires May 31, 2016. The Company recognizes rent expense on a straight-line basis over the lease period. | ||||
Equipment Lease - The Company has leases on two pieces of equipment under an operating lease that expires April 28, 2016. The Company recognizes rent expense on a straight-line basis over the lease period. | ||||
Rental expense was $86,573 for the year ended December 31, 2013 and $0 for the same period ended December 31, 2012. | ||||
The Company’s minimum payments under non-cancelable operating leases for equipment and office space having initial terms in excess of one year are as follows at December 31, 2013: | ||||
Year Ending | Operating | |||
December 31, | Leases | |||
2014 | $ | 63,600 | ||
2015 | 63,600 | |||
2016 | 26,200 | |||
Thereafter | 0 | |||
Total minimum lease payments | $ | 153,400 | ||
On March 18, 2013, the Company received a lawsuit brought by a former employee who claimed wrongful discharge and requesting payment of $282,692 in base salary and payment for 3,975,000 shares of the Company’s common stock that he was awarded as part of his employment agreement. The Company is attempting to recover these shares based on its determination that the employee was terminated for cause. On December 23, 2013, the company commenced litigation against the claimant for defamation, intentional interference with prospective business relations, misappropriation of trade secrets, civil conspiracy, and seeking an injunction against harassment. The claimant responded to the complaint by filing a motion to dismiss dated March 17, 2014. Although the claimant has made no formal, legal claims against the company, it is anticipated that he may make one or more of his previously-threatened claims as a counterclaim in the case. To the extent the claims are based on his previous allegations, the company views them as frivolous and unsupported and, therefore, has made no accrual provisions for potential losses. | ||||
On October 31, 2013, the Company entered into a settlement agreement with certain former employees to assume responsibility for certain payroll taxes of Rockstar Digital, Inc. (“Rockstar”) and assign its ownership of Mobile Application and Transition Services intellectual property rights to Rockstar. In addition, the Company agreed to not assert a claim against certain computer equipment (cost of $28,307) in use at Rockstar. . The Company agreed to assume liability for any payroll taxes owed on payroll paid by the Company on behalf of Rockstar’s employees. The Company estimated this liability at $30,000 which they have recorded in accrued liabilities. |
Income_Taxes_Note
Income Taxes, Note | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Notes | ' | |||||
Income Taxes, Note | ' | |||||
Note 11 - Income Taxes | ||||||
For the years ended December 31, 2013 and 2012, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2013 and 2012, the Company had approximately $3,682,260 and $227,677 of federal net operating losses, respectively. At December 31, 2013 and 2012, the Company had approximately $3,650,486 and $212,987 of state net operating losses, respectively. The federal net operating loss carryforwards, if not utilized, will begin to expire in 2027. The state net operating loss carryforwards, have started to expire. The provision for income taxes consisted of the following components for the years ended December 31: | ||||||
The components of the Company’s deferred tax asset are as follows: | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Deferred tax assets: | ||||||
Net operating loss carry forwards | $ | 1,419,890 | $ | 87,207 | ||
Valuation allowance | -1,419,890 | -87,207 | ||||
Total deferred tax assets | $ | - | $ | - | ||
In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2013 and 2012, and recorded a full valuation allowance. | ||||||
Reconciliation between the statutory rate and the effective tax rate is as follows at December 31: | ||||||
2013 | 2012 | |||||
Federal statutory tax rate | -34.00% | -34.00% | ||||
State statutory tax rate | -6.97% | -6.97% | ||||
Permanent difference and other | 34.00% | 34.00% | ||||
Stockholders_Equity_Note
Stockholders' Equity, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Stockholders' Equity, Note | ' |
Note 12 - Stockholders’ Equity | |
The Company is authorized to issue 400,000,000 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. | |
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 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 $42,850. 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 issued 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. 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 effective date 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 authorized to be automatically converted into common shares. Between March 27, 2013 and June 11, 2013, 2,235,000 shares of the Company’s preferred stock were converted into 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. The value of these shares was expensed to advertising and marketing expense in 2013. | |
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 $204,000. The value of these shares was expensed to salary expense in 2013. | |
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. These shares were canceled on December 18, 2013 based on a negotiated settlement. As a result, neither advertising and marketing expense, prepaid stock compensation, nor equity have been affected as of December 31, 2013. | |
From April 1, 2013 to December 31, 2013, the Company sold 621,000 shares of its common stock for aggregate cash proceeds of $228,007. As of December 31, 2013, 282,500 shares of common stock were subscribed and paid for, but not yet issued; resultantly, the Company recorded $283 as common stock owed but not issued. Additionally, as of December 31, 2013, 51,000 shares were subscribed but not paid for. | |
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. These shares were canceled on December 18, 2013 based on a negotiated settlement. As a result, neither advertising and marketing expense, prepaid stock compensation, nor equity have been affected as of December 31, 2013. | |
On October 20, 2013, the Company issued 300,000 shares of its common stock to one entity, in exchange for prepaid application development services valued at $240,000. The services are to be performed for a period of 3 months from the date of issuance. The Company recorded Professional Fees expense in the amount of $240,000 related to the common stock issued for prepaid services. |
Warrants_and_Options_Note
Warrants and Options, Note | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Notes | ' | |||||||
Warrants and Options, Note | ' | |||||||
Note 13 - Warrants and Options | ||||||||
As of December 31, 2012, there were no warrants or options outstanding to acquire any additional shares of common stock. | ||||||||
A summary of warrant activity follows: | ||||||||
Number | Weighted-Average | |||||||
of Shares | Exercise Price | |||||||
Outstanding at December 31, 2011 | - | - | ||||||
Granted | - | - | ||||||
Exercised | - | - | ||||||
Canceled | - | - | ||||||
Outstanding at December 31, 2012 | - | - | ||||||
Granted | 1,880,000 | $0.99 | ||||||
Exercised | - | - | ||||||
Canceled | - | - | ||||||
Outstanding at December 31, 2013 | 1,880,000 | $0.99 | ||||||
Warrants exercisable at December 31, 2012 | - | - | ||||||
Warrants exercisable at December 31, 2013 | 1,880,000 | $0.99 | ||||||
Warrants issued in 2013: | ||||||||
Consulting | Debenture | Warrant | ||||||
Issuance | Agreement | Associated | Expiration | Exercise | ||||
Date | Warrants | Warrants | Date | Price | ||||
2/24/13 | 100,000 | 2/24/15 | 1.75 | |||||
2/26/13 | 1,000,000 | 2/26/15 | 1.3 | |||||
7/22/13 | - | 20,000 | 7/22/16 | 0.5 | ||||
7/23/13 | - | 60,000 | 7/23/16 | 0.5 | ||||
7/29/13 | - | 200,000 | 7/29/16 | 0.5 | ||||
9/11/13 | - | 40,000 | 9/11/16 | 0.5 | ||||
10/24/13 | - | 40,000 | 10/24/16 | 0.5 | ||||
10/24/13 | - | 20,000 | 10/24/16 | 0.5 | ||||
10/24/13 | - | 40,000 | 10/24/16 | 0.5 | ||||
10/24/13 | - | 40,000 | 10/24/16 | 0.5 | ||||
11/20/13 | - | 20,000 | 11/20/16 | 0.5 | ||||
12/30/13 | - | 150,000 | 12/30/16 | 0.5 | ||||
12/30/13 | - | 150,000 | 12/30/16 | 0.5 | ||||
Totals | 1,100,000 | 780,000 | ||||||
See “Note 14 - Agreements” for additional discussion regarding the Letter of Agreement for warrants issued in connection with consulting agreements. | ||||||||
See “Note 9 - Debt and Interest Expense” for additional discussion regarding warrants issued in connection with debenture issuances. | ||||||||
The following is a summary of the status of all of the Company’s stock warrants as of December 31, 2013. There were no warrants outstanding at December 31, 2012: | ||||||||
WARRANTS OUTSTANDING | ||||||||
Weighted-Average | ||||||||
Number of | Remaining | Weighted- | ||||||
Range of | Shares | Contractual | Average | |||||
Exercise Price | Outstanding | Life in Years | Exercise Price | |||||
$ 0.50 - $1.75 | 1,880,000 | 1.5 | $ | 0.99 | ||||
1,880,000 | 1.5 | $ | 0.99 | |||||
The following tables summarize information about warrants outstanding and exercisable at December 31, 2013: | ||||||||
WARRANTS EXERCISABLE | ||||||||
Number of | Weighted- | |||||||
Range of | Shares | Average | ||||||
Exercise Price | Exercisable | Exercise Price | ||||||
$ 0.50 - $1.75 | 1,880,000 | $ | 0.99 | |||||
1,880,000 | $ | 0.99 | ||||||
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. | ||||||||
Agreements_Note
Agreements, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Agreements, Note | ' |
Note 14 - 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 was to be paid in two installments: $4,000 upon the first anniversary date of the July IP Agreement and $4,000 upon the second anniversary date of the July IP Agreement. | |
The Company has since decided not to complete the purchase of this intellectual property and has not yet decided to make payments against this Note. The Company does not own this intellectual property and is delinquent on payment of this Note. | |
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!” 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 its CEO 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 December 31, 2013 and December 31, 2012, the balance in prepaid expenses was $200 and $30,000. Expenses reimbursed totaled $140,285 which was comprised of payroll expense ($34,175), rent ($39,500), advertising and marketing ($5,000) and consulting ($61,610). This agreement was terminated as of December 31, 2013. | |
On February 6, 2013, we formed a wholly owned subsidiary, Rockstar Digital, Inc. (“Rockstar”), under the laws of the State of Nevada. Rockstar will specialize in internet branding through social media marketing, mobile marketing and iPhone® app development Company. On October 31, 2013, in concert with the Rockstar settlement terminated operations in Rockstar and relinquished ownership to its employees). | |
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. On December 18, 2013 See Note 8 - Prepaid Expenses and Deposits for additional discussion regarding the Prepaid Stock Compensation. See Note 13 - 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. See Note 13 - Warrants and Options for additional discussion regarding the warrants. | |
On October 20, 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 300,000 shares of the Company’s common stock. See Note 7 - Prepaid Expenses and Deposits for additional discussion regarding the Prepaid Stock Compensation. See Note 12 - Stockholders’ Equity for additional discussion regarding the stock issuance. | |
On October 31, 2013, the Company entered into a settlement agreement with certain former employees to pay certain payroll taxes of Rockstar Digital, Inc. (“Rockstar”) and assign its ownership of Mobile Application and Transition Services intellectual property rights to Rockstar. In addition, the Company agreed to not assert a claim against certain computer equipment (cost of $28,307) in use at Rockstar. The Company agreed to assume liability for any payroll taxes owed on payroll paid by the Company on behalf of Rockstar’s employees. The Company estimated this liability at $30,000 which they have recorded in accrued liabilities. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Related Party Transactions | ' |
Note 15 - Related Party Transactions | |
Since the inception of the Company, the founding shareholder, who is 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 14 - 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 14 - 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 14 - Agreements for additional information. | |
On December 27, 2012, the Company entered into a professional service agreement with its CEO 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 December 31, 2013 and December 31, 2012, the balance in prepaid expenses was $200 and $30,000. Expenses reimbursed totaled $140,285 which was comprised of payroll expense ($34,175), rent ($39,500), advertising and marketing ($5,000) and consulting ($61,610). This agreement was terminated as of December 31, 2013. | |
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 December 31, 2013, the principle balance owed on this loan is $0. | |
During the year ended December 31, 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 December 31, 2013, the remaining principal balance outstanding is $6,231. | |
During the year ended December 31, 2013, the Company issued Promissory Notes to two directors of the Company in the aggregate of $171,797. The notes are due on demand and bear no interest. As of December 31, 2013, the Company repaid $61,830 of the notes and the remaining principal balance outstanding is $109,967. | |
During the year ended December 31, 2013, two of the Company’s officers have been deferring salaries earned. As of December 31, 2013, the Company has accrued executive compensation to these two officers totaling $38,000. |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Notes | ' | ||||||
Subsequent Events | ' | ||||||
Note 16 - Subsequent Events | |||||||
The following debentures, with warrants attached, were issued to third parties: | |||||||
Warrant | Note | ||||||
Note | Issuance | Interest | Warrants | Expiration | Exercise | Due | |
Amount | Date | Rate | Attached | Date | Price | Date | |
2,500 | 2/24/14 | 8% | 5,000 | 2/24/17 | 0.5 | 2/24/15 | |
2,500 | 2/24/14 | 8% | 5,000 | 2/24/17 | 0.5 | 2/24/15 | |
10,000 | 3/18/14 | 8% | 20,000 | 3/18/17 | 0.5 | 3/18/15 | |
On January 3, 2014, the Company issued a Note payable for $75,000 which had been subscribed to on December 30, 2013. See Note 8 - Debt and Interest Expense for more detail. | |||||||
On January 15, 2014, the Company issued 220,000 shares of Common Stock to shareholders who had purchased such in December, 2013. Additionally, 51,000 shares were issued for shares subscribed as of December 31, 2013 but not yet paid for aggregate proceeds of $20,400. | |||||||
On February 24, 2014, consistent with the terms of the April 29, 2013 Investment Agreement (See Note 8 - Debt and Interest Expense), the Company issued a Promissory Note to an investor for $40,164. This debenture accrues interest at a rate of 8% per year from the date the debenture is issued until paid. As of the report date, the principle balance owed on this loan is $479,400. | |||||||
During the month of March, 2014, the Company sold 75,000 shares of its common stock at a price of $0.40 per share for aggregate cash proceeds of $30,000 to three individuals. The common shares for these purchases were not issued as of the report date. | |||||||
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) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Principles of Consolidation | ' |
Principles of consolidation | |
For the year ended December 31, 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) | 12 Months Ended |
Dec. 31, 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 significantly from those estimates. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Cash and Cash Equivalents, Note (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cash and Cash Equivalents, Note | ' |
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) | 12 Months Ended |
Dec. 31, 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: Subscriptions Receivable, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Subscriptions Receivable, Policy | ' |
Subscriptions receivable | |
Once the Company receives a firm commitment from an investor to provide either a loan or an equity investment the Company records that commitment as a subscription receivable and a credit to the related liability or equity account. Subscription receivables for stock purchases are carried in the equity section. Commitments are evidenced by signed Note or Stock Subscription agreements. |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies: Intangible Assets, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Intangible Assets, Policy | ' |
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 years ended December 31, 2013 and 2012, there was no impairment necessary. |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies: Property and Equipment, Policy (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Policies | ' | |
Property and Equipment, Policy | ' | |
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 December 31, 2013 and 2012. Depreciation expense for the years ended December 31, 2013 and 2012 totaled $14,148 and $0, respectively. |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 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_Account9
Summary of Significant Accounting Policies: Merchant Reserves Policy (Policies) | 12 Months Ended |
Dec. 31, 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 December 31, 2013 and 2012, there was $0 and $0 held in the merchant reserve account, respectively. |
Recovered_Sheet1
Summary of Significant Accounting Policies: Cost of Revenue, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cost of Revenue, Policy | ' |
Cost of Revenue | |
The Company’s cost of revenue primarily consists of credit card processing fees, direct labor installation costs and client-specific dedicated Internet service costs. |
Recovered_Sheet2
Summary of Significant Accounting Policies: Stock-based Compensation, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Stock-based Compensation, Policy | ' |
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_Sheet3
Summary of Significant Accounting Policies: Advertising and Marketing Costs, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Advertising and Marketing Costs, Policy | ' |
Advertising and marketing costs | |
The Company expenses all costs of advertising as incurred. During the year ended December 31, 2013 and 2012, advertising and marketing costs were $366,541 and $0, respectively. |
Recovered_Sheet4
Summary of Significant Accounting Policies: Loss Per Common Share, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Loss Per Common Share, Policy | ' |
Loss per common share | |
Net loss per share is provided in accordance with ASC Subtopic 260-10. The Company presents 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 exercise of stock warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. |
Recovered_Sheet5
Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
The carrying amounts reflected in the balance sheets for cash, 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). | |
All values for the Company are based on Level 1 observations. |
Recovered_Sheet6
Summary of Significant Accounting Policies: Income Taxes, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Income Taxes, Policy | ' |
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_Sheet7
Summary of Significant Accounting Policies: Dividends, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Dividends, Policy | ' |
Dividends | |
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception |
Recovered_Sheet8
Summary of Significant Accounting Policies: Recent Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Recent Pronouncements | ' |
Recent pronouncements | |
The Company has evaluated the recent accounting pronouncements through March 21, 2014, and believes that none of them will have a material effect on the company’s financial position, results of operations or cash flows. |
Notes_Receivable_Note_Schedule
Notes Receivable, Note: Schedule of Notes Receivable (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Schedule of Notes Receivable | ' | |||||
Notes Receivable | 2013 | 2012 | ||||
Note payable | $ | 75,000 | $ | -- | ||
Total notes receivable | $ | 75,000 | $ | -- |
Fixed_Assets_Note_Schedule_of_
Fixed Assets, Note: Schedule of Fixed Assets (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Schedule of Fixed Assets | ' | |||||
December 31, | ||||||
2013 | 2012 | |||||
Computer equipment | $ | 29,778 | $ | -- | ||
Furniture and equipment | 13,997 | -- | ||||
Fixed assets, total | 43,775 | -- | ||||
Less: accumulated depreciation | -14,148 | -- | ||||
Fixed assets, net | $ | 29,627 | $ | -- |
Accrued_Liabilities_Note_Sched
Accrued Liabilities, Note: Schedule of Accrued Liabilities (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Schedule of Accrued Liabilities | ' | |||||
Year ended | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Accrued payroll | $ | 47,662 | $ | -- | ||
Accrued payroll taxes | 61,334 | -- | ||||
Executive compensation | 38,000 | -- | ||||
Deferred rent | 11,273 | -- | ||||
Accrued interest | 21,987 | -- | ||||
$ | 180,217 | $ | -- |
Debt_and_Interest_Expense_Conv
Debt and Interest Expense: Convertible Promissory Notes Issued (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Tables/Schedules | ' | |||||||
Convertible Promissory Notes Issued | ' | |||||||
Note | 2013 | 2013 | ||||||
Note | Issuance | Maturity | Interest | Balance | Interest | Prepayment | Discount | |
Amount | Date | Date | Rate | 12/31/13 | Expense | Penalty | Amount | |
42,500 | 6/19/13 | 3/21/14 | 8% | - | 1,700 | 13,119 | 17,850 | |
32,500 | 8/19/13 | 5/21/14 | 8% | 32,500 | 955 | - | 13,650 | |
32,500 | 10/7/13 | 7/9/14 | 8% | 32,500 | 605 | - | 13,650 |
Debt_and_Interest_Expense_Debe
Debt and Interest Expense: Debentures with Warrants (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Tables/Schedules | ' | ||||||||
Debentures with Warrants | ' | ||||||||
Note | Warrant | Note | 2013 | ||||||
Note | Issuance | Interest | Warrants | Due | Expiration | Exercise | Balance | Interest | |
Amount | Date | Rate | Attached | Date | Date | Price | 12/31/13 | Expense | |
10,000 | 7/22/13 | 8% | 20,000 | 7/22/14 | 7/22/16 | 0.5 | 10,000 | 355 | |
30,000 | 7/23/13 | 8% | 60,000 | 7/23/14 | 7/23/16 | 0.5 | 30,000 | 1,059 | |
100,000 | 7/29/13 | 8% | 200,000 | 7/29/14 | 7/29/16 | 0.5 | 100,000 | 3,397 | |
20,000 | 9/11/13 | 15% | 40,000 | 9/11/14 | 9/11/16 | 0.5 | 20,000 | 912 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 745 | |
10,000 | 10/24/13 | 20% | 20,000 | 10/24/14 | 10/24/16 | 0.5 | 10,000 | 373 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 745 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 745 | |
10,000 | 11/20/13 | 20% | 20,000 | 11/20/14 | 11/20/16 | 0.5 | 10,000 | 225 | |
75,000 | 12/30/13 | 8% | 150,000 | 12/30/14 | 12/30/16 | 0.5 | 75,000 | 16 | |
75,000 | 12/30/13 | 8% | 150,000 | 12/30/14 | 12/30/16 | 0.5 | 75,000 | 17 |
Debt_and_Interest_Expense_Noni
Debt and Interest Expense: Noninterest-bearing Promissory Notes Issued to Related Parties (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Noninterest-bearing Promissory Notes Issued to Related Parties | ' | |||
Note | ||||
Note | Issuance | Maturity | Balance | |
Amount | Date | Date | 12/31/13 | |
136,363 | various | on demand | 74,315 | |
12,323 | various | on demand | 12,323 | |
35,434 | various | on demand | 23,329 | |
6,231 | various | on demand | 6,231 | |
15,000 | various | on demand | - |
Debt_and_Interest_Expense_Othe
Debt and Interest Expense: Other Promissory Notes Issued (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Other Promissory Notes Issued | ' | |||||
Note | 2013 | |||||
Note | Issuance | Maturity | Interest | Balance | Interest | |
Amount | Date | Date | Rate | 12/31/13 | Expense | |
15,000 | 3/18/13 | 5/15/13 | 8% | - | 138 | |
12,500* | 3/21/13 | 4/21/13 | 8% | - | 19 | |
50,000** | 4/8/13 | 5/31/14 | 10% | 28,778 | 3,671 |
Commitments_and_Contingencies_
Commitments and Contingencies: Schedule of Future Minimum Payments for Operating Leases (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Future Minimum Payments for Operating Leases | ' | |||
Year Ending | Operating | |||
December 31, | Leases | |||
2014 | $ | 63,600 | ||
2015 | 63,600 | |||
2016 | 26,200 | |||
Thereafter | 0 | |||
Total minimum lease payments | $ | 153,400 |
Income_Taxes_Note_Schedule_of_
Income Taxes, Note: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||
December 31, | ||||||
2013 | 2012 | |||||
Deferred tax assets: | ||||||
Net operating loss carry forwards | $ | 1,419,890 | $ | 87,207 | ||
Valuation allowance | -1,419,890 | -87,207 | ||||
Total deferred tax assets | $ | - | $ | - |
Income_Taxes_Note_Schedule_of_1
Income Taxes, Note: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||
2013 | 2012 | |||
Federal statutory tax rate | -34.00% | -34.00% | ||
State statutory tax rate | -6.97% | -6.97% | ||
Permanent difference and other | 34.00% | 34.00% |
Warrants_and_Options_Note_Sche
Warrants and Options, Note: Schedule of Stockholders' Equity Note, Warrants (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Stockholders' Equity Note, Warrants | ' | |||
Number | Weighted-Average | |||
of Shares | Exercise Price | |||
Outstanding at December 31, 2011 | - | - | ||
Granted | - | - | ||
Exercised | - | - | ||
Canceled | - | - | ||
Outstanding at December 31, 2012 | - | - | ||
Granted | 1,880,000 | $0.99 | ||
Exercised | - | - | ||
Canceled | - | - | ||
Outstanding at December 31, 2013 | 1,880,000 | $0.99 | ||
Warrants exercisable at December 31, 2012 | - | - | ||
Warrants exercisable at December 31, 2013 | 1,880,000 | $0.99 |
Warrants_and_Options_Note_Sche1
Warrants and Options, Note: Schedule of Warrants Issued (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Warrants Issued | ' | ||||
Consulting | Debenture | Warrant | |||
Issuance | Agreement | Associated | Expiration | Exercise | |
Date | Warrants | Warrants | Date | Price | |
2/24/13 | 100,000 | 2/24/15 | 1.75 | ||
2/26/13 | 1,000,000 | 2/26/15 | 1.3 | ||
7/22/13 | - | 20,000 | 7/22/16 | 0.5 | |
7/23/13 | - | 60,000 | 7/23/16 | 0.5 | |
7/29/13 | - | 200,000 | 7/29/16 | 0.5 | |
9/11/13 | - | 40,000 | 9/11/16 | 0.5 | |
10/24/13 | - | 40,000 | 10/24/16 | 0.5 | |
10/24/13 | - | 20,000 | 10/24/16 | 0.5 | |
10/24/13 | - | 40,000 | 10/24/16 | 0.5 | |
10/24/13 | - | 40,000 | 10/24/16 | 0.5 | |
11/20/13 | - | 20,000 | 11/20/16 | 0.5 | |
12/30/13 | - | 150,000 | 12/30/16 | 0.5 | |
12/30/13 | - | 150,000 | 12/30/16 | 0.5 | |
Totals | 1,100,000 | 780,000 |
Warrants_and_Options_Note_Sche2
Warrants and Options, Note: Schedule of Warrants Outstanding (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Tables/Schedules | ' | |||||||
Schedule of Warrants Outstanding | ' | |||||||
WARRANTS OUTSTANDING | ||||||||
Weighted-Average | ||||||||
Number of | Remaining | Weighted- | ||||||
Range of | Shares | Contractual | Average | |||||
Exercise Price | Outstanding | Life in Years | Exercise Price | |||||
$ 0.50 - $1.75 | 1,880,000 | 1.5 | $ | 0.99 | ||||
1,880,000 | 1.5 | $ | 0.99 |
Warrants_and_Options_Note_Sche3
Warrants and Options, Note: Schedule of Warrants Exerciasble (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Schedule of Warrants Exerciasble | ' | |||||
WARRANTS EXERCISABLE | ||||||
Number of | Weighted- | |||||
Range of | Shares | Average | ||||
Exercise Price | Exercisable | Exercise Price | ||||
$ 0.50 - $1.75 | 1,880,000 | $ | 0.99 | |||
1,880,000 | $ | 0.99 |
Subsequent_Events_Schedule_of_
Subsequent Events: Schedule of Subsequent Events (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Subsequent Events | ' | ||||||
Warrant | Note | ||||||
Note | Issuance | Interest | Warrants | Expiration | Exercise | Due | |
Amount | Date | Rate | Attached | Date | Price | Date | |
2,500 | 2/24/14 | 8% | 5,000 | 2/24/17 | 0.5 | 2/24/15 | |
2,500 | 2/24/14 | 8% | 5,000 | 2/24/17 | 0.5 | 2/24/15 | |
10,000 | 3/18/14 | 8% | 20,000 | 3/18/17 | 0.5 | 3/18/15 |
History_and_organization_Detai
History and organization (Details) (USD $) | Dec. 31, 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 | 100,000,000 | 100,000,000 |
Par value of preferred stock | $0.00 | $0.00 |
Recovered_Sheet9
Summary of Significant Accounting Policies: Property and Equipment, Policy (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Depreciation expense | $14,148 | $0 |
Computer Equipment | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' |
Furniture and Fixtures | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' |
Recovered_Sheet10
Summary of Significant Accounting Policies: Advertising and Marketing Costs, Policy (Details) (USD $) | 12 Months Ended | 93 Months Ended |
Dec. 31, 2013 | Dec. 31, 2013 | |
Details | ' | ' |
Advertising and marketing costs | $366,541 | $366,541 |
Going_Concern_Details
Going Concern (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Accumulated deficit | ($3,773,884) | ($306,334) |
Sales | $327,951 | ' |
Notes_Receivable_Note_Schedule1
Notes Receivable, Note: Schedule of Notes Receivable (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Total notes receivable | $75,000 |
Fixed_Assets_Note_Schedule_of_1
Fixed Assets, Note: Schedule of Fixed Assets (Details) (USD $) | Dec. 31, 2013 |
Property, Plant and Equipment, Gross | $43,775 |
(Less) Accumulated depreciation | -14,148 |
Fixed Assets, Net (total) | 29,627 |
Computer Equipment | ' |
Property, Plant and Equipment, Gross | 29,778 |
Furniture and Fixtures | ' |
Property, Plant and Equipment, Gross | $13,997 |
Fixed_Assets_Note_Details
Fixed Assets, Note (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Depreciation expenses | $14,148 |
Rockstar Digital | ' |
Distributed assets | $28,307 |
Prepaid_Expenses_and_Deposits_1
Prepaid Expenses and Deposits, Note (Details) (USD $) | Dec. 31, 2012 | Dec. 27, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Professional Service Agreement | Professional Service Agreement | Prepaid advertising and marketing services | Prepaid advertising and marketing services (2) | |
Deposit/Retainer | ' | $30,000 | ' | ' |
Prepaid expenses | 30,000 | ' | ' | ' |
Advertising and marketing expense | ' | ' | $100,000 | $400,000 |
Accrued_Liabilities_Note_Sched1
Accrued Liabilities, Note: Schedule of Accrued Liabilities (Details) (USD $) | Dec. 31, 2013 |
Accrued liabilities | $180,217 |
Accrued payroll | ' |
Accrued liabilities | 47,662 |
Accrued payroll taxes | ' |
Accrued liabilities | 61,334 |
Executive compensation | ' |
Accrued liabilities | 38,000 |
Deferred rent | ' |
Accrued liabilities | 11,273 |
Accrued interest | ' |
Accrued liabilities | $21,987 |
Debt_and_Interest_Expense_Deta
Debt and Interest Expense (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Third-party loan received | ' | ' | 7,250 |
Debenture balance | ' | 390,000 | ' |
Accrued executive compensation | ' | 38,000 | ' |
Promissory Note (1) April 10, 2012 | ' | ' | ' |
Proceeds from Promissory Note | ' | ' | 15,254 |
Interest rate per annum | ' | ' | 10.00% |
Amount of balance converted to common stock | ' | ' | 15,254 |
Amount of interest converted for common stock | ' | ' | 1,107 |
Common stock issued for debt conversion | ' | ' | 40,904 |
Promissory Note (2) April 10, 2012 | ' | ' | ' |
Proceeds from Promissory Note | ' | ' | 82,373 |
Interest rate per annum | ' | ' | 10.00% |
Amount of balance converted to common stock | ' | ' | 20,000 |
Amount of interest converted for common stock | ' | ' | 5,981 |
Common stock issued for debt conversion | ' | ' | 64,952 |
Balance owed | ' | ' | 62,373 |
Promissory Note (3) April 10, 2012 | ' | ' | ' |
Proceeds from Promissory Note | ' | ' | 74,746 |
Interest rate per annum | ' | ' | 10.00% |
Amount of interest converted for common stock | ' | ' | 5,427 |
Common stock issued for debt conversion | ' | ' | 13,567 |
Balance owed | ' | ' | 74,746 |
Intellectual Property Assignment Agreement | ' | ' | ' |
Current note payable | ' | 8,000 | ' |
Investment Agreement | ' | ' | ' |
Proceeds from Promissory Note | 40,164 | ' | ' |
Interest rate per annum | ' | ' | 8.00% |
Balance owed | 479,400 | 439,316 | ' |
Debenture commitment | ' | 2,000,000 | ' |
Interest expense recorded | ' | 16,432 | ' |
Promissory Note, Directors | ' | ' | ' |
Proceeds from Promissory Note | ' | 171,797 | ' |
Balance owed | ' | 109,967 | ' |
Amount repaid | ' | $61,830 | ' |
Debt_and_Interest_Expense_Conv1
Debt and Interest Expense: Convertible Promissory Notes Issued (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Convertible Promissory Note, June 19, 2013 | ' |
Proceeds from convertible debt | $42,500 |
Interest rate per annum | 8.00% |
Interest expense recorded | 1,700 |
Prepayment Penalty | 13,119 |
Debt discount amount | 17,850 |
Convertible Promissory Note, August 19, 2013 | ' |
Proceeds from convertible debt | 32,500 |
Interest rate per annum | 8.00% |
Interest expense recorded | 955 |
Debt discount amount | 13,650 |
Convertible note balance | 32,500 |
Convertible Promissory Note, October 7, 2013 | ' |
Proceeds from convertible debt | 32,500 |
Interest rate per annum | 8.00% |
Interest expense recorded | 605 |
Debt discount amount | 13,650 |
Convertible note balance | $32,500 |
Debt_and_Interest_Expense_Debe1
Debt and Interest Expense: Debentures with Warrants (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Debenture balance | $390,000 |
Debentures with warrants attached, July 22, 2013 | ' |
Proceeds from debentures with warrants | 10,000 |
Interest rate per annum | 8.00% |
Warrants Attached | 20,000 |
Debenture balance | 10,000 |
Interest expense recorded | 355 |
Debentures with warrants attached, July 23, 2013 | ' |
Proceeds from debentures with warrants | 30,000 |
Interest rate per annum | 8.00% |
Warrants Attached | 60,000 |
Debenture balance | 30,000 |
Interest expense recorded | 1,059 |
Debentures with warrants attached, July 29, 2013 | ' |
Proceeds from debentures with warrants | 100,000 |
Interest rate per annum | 8.00% |
Warrants Attached | 200,000 |
Debenture balance | 100,000 |
Interest expense recorded | 3,397 |
Debentures with warrants attached, September 11, 2013 | ' |
Proceeds from debentures with warrants | 20,000 |
Interest rate per annum | 15.00% |
Warrants Attached | 40,000 |
Debenture balance | 20,000 |
Interest expense recorded | 912 |
Debentures with warrants attached (1) October 24, 2013 | ' |
Proceeds from debentures with warrants | 20,000 |
Interest rate per annum | 20.00% |
Warrants Attached | 40,000 |
Debenture balance | 20,000 |
Interest expense recorded | 745 |
Debentures with warrants attached (2) October 24, 2013 | ' |
Proceeds from debentures with warrants | 10,000 |
Interest rate per annum | 20.00% |
Warrants Attached | 20,000 |
Debenture balance | 10,000 |
Interest expense recorded | 373 |
Debentures with warrants attached (3) October 24, 2013 | ' |
Proceeds from debentures with warrants | 20,000 |
Interest rate per annum | 20.00% |
Warrants Attached | 40,000 |
Debenture balance | 20,000 |
Interest expense recorded | 745 |
Debentures with warrants attached (4) October 24, 2013 | ' |
Proceeds from debentures with warrants | 20,000 |
Interest rate per annum | 20.00% |
Warrants Attached | 40,000 |
Debenture balance | 20,000 |
Interest expense recorded | 745 |
Debentures with warrants attached, November 20, 2013 | ' |
Proceeds from debentures with warrants | 10,000 |
Interest rate per annum | 20.00% |
Warrants Attached | 20,000 |
Debenture balance | 10,000 |
Interest expense recorded | 225 |
Debentures with warrants attached (1) December 31, 2013 | ' |
Proceeds from debentures with warrants | 75,000 |
Interest rate per annum | 8.00% |
Warrants Attached | 150,000 |
Debenture balance | 75,000 |
Interest expense recorded | 16 |
Debentures with warrants attached (2) December 31, 2013 | ' |
Proceeds from debentures with warrants | 75,000 |
Interest rate per annum | 8.00% |
Warrants Attached | 150,000 |
Debenture balance | 75,000 |
Interest expense recorded | $17 |
Debt_and_Interest_Expense_Noni1
Debt and Interest Expense: Noninterest-bearing Promissory Notes Issued to Related Parties (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Promissory Note Issued to Related Party (1) | ' |
Proceeds from promissory notes issued to related parties | $136,363 |
Related party promissory note, balance | 74,315 |
Promissory Note Issued to Related Party (2) | ' |
Proceeds from promissory notes issued to related parties | 12,323 |
Related party promissory note, balance | 12,323 |
Promissory Note Issued to Related Party (3) | ' |
Proceeds from promissory notes issued to related parties | 35,434 |
Related party promissory note, balance | 23,329 |
Promissory Note Issued to Related Party (4) | ' |
Proceeds from promissory notes issued to related parties | 6,231 |
Related party promissory note, balance | 6,231 |
Promissory Note Issued to Related Party (5) | ' |
Proceeds from promissory notes issued to related parties | $15,000 |
Debt_and_Interest_Expense_Othe1
Debt and Interest Expense: Other Promissory Notes Issued (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Other Promissory Notes, March 18, 2013 | ' |
Proceeds from other promissory notes Issued | $15,000 |
Interest rate per annum | 8.00% |
Interest expense recorded | 138 |
Other Promissory Notes, March 21, 2013 | ' |
Proceeds from other promissory notes Issued | 12,500 |
Interest rate per annum | 8.00% |
Interest expense recorded | 19 |
Other Promissory Notes, April 8, 2013 | ' |
Proceeds from other promissory notes Issued | 50,000 |
Interest rate per annum | 10.00% |
Interest expense recorded | 3,671 |
Other promissory notes, balance | $28,778 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Rental expense | $86,573 |
Rockstar Payroll Taxes | ' |
Accrued payroll tax liability | $30,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies: Schedule of Future Minimum Payments for Operating Leases (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Minimum lease payment, 2014 | $63,600 |
Minimum lease payment, 2015 | 63,600 |
Minimum lease payment, 2016 | 26,200 |
Minimum lease payment, thereafter | 0 |
Total minimum lease payments | $153,400 |
Income_Taxes_Note_Details
Income Taxes, Note (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Federal net operating losses | $3,682,260 | $227,677 |
State net operating losses | $3,650,486 | $212,987 |
Income_Taxes_Note_Schedule_of_2
Income Taxes, Note: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Net operating loss carry forwards | $1,419,890 | $87,207 |
Valuation allowance | ($1,419,890) | ($87,207) |
Income_Taxes_Note_Schedule_of_3
Income Taxes, Note: Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Federal statutory tax rate | -34.00% | -34.00% |
State statutory tax rate | -6.97% | -6.97% |
Permanent difference and other | 34.00% | 34.00% |
Stockholders_Equity_Note_Detai
Stockholders' Equity, Note (Details) (USD $) | 12 Months Ended | 81 Months Ended | 93 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Series A Preferred Stock Payable | Series A Preferred Stock Payable | Common Stock Payable for Debt Conversion | Common Stock Payable for Debt Conversion | Series A Preferred Stock Issuance | Preferred Stock Conversion | Common Stock for advertising and marketing services | Common Stock for incentive compensation | Common stock subscribed and paid for | Common stock for prepaid application development services | ||||
Common shares authorized to be issued | 100,000,000 | 100,000,000 | 400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred shares authorized to be issued | 100,000,000 | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of donated capital | $7,450 | $42,850 | $42,850 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value or proceeds from stock issuance | ' | ' | ' | ' | 371,000 | ' | 47,769 | 511,000 | ' | 12,000 | 204,000 | 228,007 | 240,000 |
Stock Payable | ' | ' | ' | ' | $927 | ' | $119 | ' | ' | ' | ' | $283 | ' |
Shares of stock issued | ' | ' | ' | 927,500 | ' | 119,423 | ' | 1,277,500 | ' | 30,000 | 340,000 | 621,000 | 300,000 |
Stock converted into common | ' | ' | ' | ' | ' | ' | ' | ' | 2,235,000 | ' | ' | ' | ' |
Warrants_and_Options_Note_Sche4
Warrants and Options, Note: Schedule of Stockholders' Equity Note, Warrants (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Warrants granted, number of shares | 1,880,000 |
Warrants granted, weighted average exercise price | $0.99 |
Warrants outstanding and exercisable | 1,880,000 |
Warrants outstanding and exercisable, weighted average exercise price | $0.99 |
Warrants_and_Options_Note_Sche5
Warrants and Options, Note: Schedule of Warrants Issued (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Consulting Agreement Warrants | ' |
Warrants issued | 1,100,000 |
Debenture Associated Warrants | ' |
Warrants issued | 780,000 |
Warrants_and_Options_Note_Sche6
Warrants and Options, Note: Schedule of Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Weighted average remaining contractual life in years (warrants outstanding) | 1.5 |
Agreements_Note_Details
Agreements, Note (Details) (USD $) | Dec. 31, 2013 | Jul. 25, 2012 | Dec. 24, 2012 | Dec. 24, 2012 | Dec. 24, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 27, 2012 | Feb. 24, 2013 | Feb. 26, 2013 | Oct. 20, 2013 |
Rockstar Payroll Taxes | July IP Agreement | COS Agreement | MC Agreement | LCC Agreement | Professional service agreement with CEO | Professional service agreement with CEO | Professional service agreement with CEO | Contract with a third party consulting firm | Letter of Agreement with third party consulting firm (1) | Letter of Agreement with third party consulting firm (2) | |
Purchase of assets, aggregate price | ' | $42,500 | $5,000 | $5,000 | $5,000 | ' | ' | ' | ' | ' | ' |
Retainer | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' |
Prepaid expenses | ' | ' | ' | ' | ' | 200 | 30,000 | ' | ' | ' | ' |
Expenses reimbursed | ' | ' | ' | ' | ' | 140,285 | ' | ' | ' | ' | ' |
Initial Fee | ' | ' | ' | ' | ' | ' | ' | ' | 4,750 | ' | ' |
Monthly Fee | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' |
Warrants for common stock isued | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 1,000,000 | ' |
Warrant exercise price | ' | ' | ' | ' | ' | ' | ' | ' | $1.75 | $1.30 | ' |
Prepaid for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | 30,000 |
Due for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | 12,500 |
Common stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 |
Accrued payroll tax liability | $30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 81 Months Ended | 93 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 24, 2012 | Dec. 24, 2012 | Dec. 24, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 27, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Promissory Note, Directors | COS Agreement | MC Agreement | LCC Agreement | Professional service agreement with CEO | Professional service agreement with CEO | Professional service agreement with CEO | Promissory Note with entity owned by a shareholder | Promissory Note with shareholder | ||||
Amount of donated capital | $7,450 | $42,850 | $42,850 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of assets, aggregate price | ' | ' | ' | ' | 5,000 | 5,000 | 5,000 | ' | ' | ' | ' | ' |
Retainer | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' |
Prepaid expenses | ' | ' | ' | ' | ' | ' | ' | 200 | 30,000 | ' | ' | ' |
Expenses reimbursed | ' | ' | ' | ' | ' | ' | ' | 140,285 | ' | ' | ' | ' |
Proceeds from Promissory Note | ' | ' | ' | 171,797 | ' | ' | ' | ' | ' | ' | 12,500 | 6,231 |
Balance owed | ' | ' | ' | 109,967 | ' | ' | ' | ' | ' | ' | 0 | 6,231 |
Amount repaid | ' | ' | ' | 61,830 | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued executive compensation | ' | ' | $38,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Schedule_of_1
Subsequent Events: Schedule of Subsequent Events (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Debentures with warrants attached (1) February 24, 2014 | ' |
Proceeds from debentures with warrants | $2,500 |
Interest rate per annum | 8.00% |
Warrants Attached | 5,000 |
Debentures with warrants attached (2) February 24, 2014 | ' |
Proceeds from debentures with warrants | 2,500 |
Interest rate per annum | 8.00% |
Warrants Attached | 5,000 |
Debentures with warrants attached, March 18, 2014 | ' |
Proceeds from debentures with warrants | $10,000 |
Interest rate per annum | 8.00% |
Warrants Attached | 20,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Note payable issued | $75,000 | ' |
Investment Agreement | ' | ' |
Proceeds from Promissory Note | 40,164 | ' |
Balance owed | 479,400 | 439,316 |
Common stock purchased | ' | ' |
Shares of stock issued | 220,000 | ' |
Common stock purchased but not yet paid | ' | ' |
Shares of stock issued | 51,000 | ' |
Value or proceeds from stock issuance | 20,400 | ' |
Common stock for cash proceeds | ' | ' |
Common shares sold (not yet issued) | 75,000 | ' |
Value or proceeds from stock issuance | $30,000 | ' |