Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | |
Document and Entity Information | ||
Entity Registrant Name | RAADR, INC. | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2014 | |
Amendment Flag | false | |
Entity Central Index Key | 1,384,365 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 103,779,923 | |
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 | 2,014 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 44,577,405 | |
Trading Symbol | ptoo |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and equivalents | $ 46,192 | $ 142,029 |
Notes receivable | 75,000 | |
Prepaid expenses and other current assets | 59 | 200 |
Total current assets | 46,251 | 217,229 |
Property and equipment, net | 5,371 | 29,627 |
Total assets | 51,622 | 246,856 |
Current liabilities: | ||
Accounts payable | 305,790 | 251,473 |
Accrued liabilities | 351,302 | 180,217 |
Preferred stock to be issued, value | 259,900 | |
Notes payable, net | 969,796 | 616,023 |
Related party notes payable, net | 199,204 | 109,844 |
Derivative liability | 67,105 | |
Total current liabilities | 2,153,097 | 1,157,557 |
Total liabilities | $ 2,153,097 | $ 1,157,557 |
Stockholders' deficit | ||
Preferred stock value | ||
Common stock value | $ 103,780 | $ 102,818 |
Common stock subscribed but unpaid value | 20,400 | |
Common stock payable value | 31 | 283 |
Additional paid-in capital | 3,546,251 | 2,780,482 |
Accumulated deficit | (5,751,537) | (3,773,884) |
Total stockholders' equity | (2,101,475) | (910,701) |
Total liabilities and stockholders' equity | $ 51,622 | $ 246,856 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Unamortized debt discount | $ 73,238 | $ 335,667 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 103,779,923 | 102,726,923 |
Common stock, shares outstanding | 103,779,923 | 102,726,923 |
Common stock, shares owed | 51,000 | |
Preferred Series A | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement | ||
Revenue, net | $ 82,055 | $ 327,951 |
Cost of goods sold | 21,624 | 34,033 |
Gross profit | 60,431 | 293,918 |
Expenses: | ||
Advertising and marketing | 52,168 | 366,541 |
Depreciation | 11,955 | 14,148 |
Executive compensation | 94,834 | 351,218 |
General and administrative expenses | 234,796 | 553,135 |
Management fees - related party | 140,285 | |
Professional fees | 897,951 | 1,262,409 |
Salaries and wages | 207,800 | 926,627 |
Total expenses | 1,499,504 | 3,614,363 |
Loss before other expenses | (1,439,073) | (3,320,445) |
Other expenses: | ||
Interest expense | 528,816 | 118,748 |
Debt forgiveness | 15,478 | (12,515) |
Other expense | 8,136 | 28,307 |
Change in fair value of derivatives | (17,105) | |
Total other income (expense) | (538,579) | (147,055) |
Loss before provision for income taxes | (1,977,652) | (3,467,500) |
Provision for income taxes | (50) | |
Net loss | $ (1,977,652) | $ (3,467,550) |
Basic and diluted earnings (loss) per share | $ (0.02) | $ (0.03) |
Weighted average number of common shares outstanding - basic | 103,324,359 | 102,611,287 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock | Preferred Stock, Owed But Not Issued | Common Stock | Common Stock Subscription Receivable | Common Stock Owed But Not Issued | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficit |
Beginning Balance, shares at Dec. 31, 2012 | 99,450,000 | |||||||
Beginning Balance, amount at Dec. 31, 2012 | $ 927 | $ 99,450 | $ 119 | |||||
Issuance of stock owed, shares | 927,500 | 119,423 | ||||||
Issuance of stock owed, value | $ 927 | $ (927) | $ 119 | (119) | ||||
Shares issued for cash, shares | 1,307,500 | 287,500 | ||||||
Shares issued for cash, value | $ 1,308 | $ 288 | $ 624,405 | $ 626,000 | ||||
Preferred stock converted to common stock, shares | 2,235,000 | |||||||
Preferred stock converted to common stock, value | $ (2,235,000) | $ 2,235 | ||||||
Warrants issued to consultants for services, value | 645,854 | 645,854 | ||||||
Warrants issued to with note issuances, value | 380,554 | 380,554 | ||||||
Note payable discount | 45,150 | 45,150 | ||||||
Stock issued for services, shares | 670,000 | |||||||
Stock issued for services, value | $ 670 | 455,330 | 456,000 | |||||
Stock owed but not issued, value | 283 | 112,718 | 113,000 | |||||
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, shares at Dec. 31, 2013 | 102,766,923 | |||||||
Ending Balance, amount at Dec. 31, 2013 | $ 102,818 | (20,400) | 283 | 2,780,482 | (3,773,884) | (910,701) | ||
Issuance of stock owed, shares | 252,500 | |||||||
Issuance of stock owed, value | $ 252 | (252) | ||||||
Shares issued for cash, shares | 92,500 | |||||||
Shares issued for cash, value | $ 93 | 36,907 | 37,000 | |||||
Warrants issued to consultants for services, value | 183,041 | 183,041 | ||||||
Warrants issued to with note issuances, value | 78,462 | 78,462 | ||||||
Stock issued for services, shares | 617,000 | |||||||
Stock issued for services, value | $ 617 | $ 456,183 | 456,800 | |||||
Proceeds from stock subscription receivable, shares | 51,000 | 20,349 | ||||||
Proceeds from stock subscription receivable, value | $ 20,400 | 20,400 | ||||||
Imputed interest on notes payable | $ 11,176 | 11,176 | ||||||
Net loss for the period | (1,977,652) | (1,977,652) | ||||||
Ending Balance, shares at Dec. 31, 2014 | 103,779,923 | |||||||
Ending Balance, amount at Dec. 31, 2014 | $ 103,780 | $ 31 | $ 3,546,251 | $ (5,751,536) | $ (2,101,473) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,977,652) | $ (3,467,550) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock-based compensation | 639,841 | |
Depreciation and amortization | 11,955 | 14,148 |
Gain (loss) on derivative liability | (17,105) | |
Accretion of debt discount | 408,588 | 90,037 |
Imputed interest on notes payable | 11,176 | |
Gain (loss) on disposal of assets | (8,598) | (28,307) |
Non cash advertising and marketing expense | 12,000 | |
Gain (loss) on forgiveness of debt | 15,478 | 7,250 |
Amortization of stock and warrants issued for prepaid expenses | 1,089,854 | |
Changes in operating assets and liabilities: | ||
Increase (decrease) in prepaid expenses | 141 | 29,800 |
(Increase) decrease in accounts payable | 69,795 | 246,021 |
(Increase) decrease in accrued liabilities | 154,252 | 180,217 |
Net cash used by operating activities | (671,680) | (1,784,416) |
Cash Flows from Investing Activities | ||
Proceeds from sale of property and equipment | 3,703 | |
Purchase of property and equipment | 72,082 | |
Proceeds from notes receivable | 75,000 | |
Net cash used by investing activities | 78,703 | (72,082) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of notes payable | 242,426 | 834,931 |
Repayment of notes payable | 50,774 | 63,722 |
Payments on related party notes payable | 14,622 | 215,698 |
Proceeds from issuance of related party notes payable | 2,810 | 285,905 |
Proceeds from subscription receivable | 20,400 | |
Proceeds from sale of preferred stock | 259,900 | 511,000 |
Proceeds from sale of common stock | 37,000 | 228,007 |
Net cash provided by financing activities | 497,140 | 1,580,423 |
Net increase (decrease) in cash | (95,837) | (276,075) |
Cash - beginning of the period | 142,029 | 418,104 |
Cash - ending of the period | 46,192 | 142,029 |
Supplemental disclosures: | ||
Interest paid | 14,217 | 4,455 |
Income taxes paid | 50 | |
Non-cash transactions: | ||
Warrants issued for services | 645,854 | |
Warrants issued in connection with Notes payable | $ 78,462 | $ 380,554 |
History and Organization
History and Organization | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
History and Organization | Note 1 - History and Organization Organization The Company was organized March 29, 2006 (Date of Inception) under the laws of the State of Nevada, as White Dental Supply, Inc. On December 27, 2012, the Company formed two wholly owned subsidiaries, Choice One Mobile, Inc. and 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. The name change 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 Note 5), ceased operations of its wholly owned subsidiary, Rockstar Digital, Inc. On July 29, 2015, the Company changed their name to Raadr, Inc. The name change was effective with the State of Nevada on July 29, 2015. Business The Company is a complete digital marketing agency offering an array of products and services that will enhance communication between our clients and their target audience. Through our unique service packages, we offer businesses a comprehensive set of tools that focuses on engaging with the rapidly growing number of social and mobile-centric consumers. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has an accumulated deficit of $5,751,537 as of December 31, 2014, a net loss of $1,977,652 and cash used from operations of $671,380 during the year ended December 31, 2014. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Subsequent to December 31, 2014 the Company received $50,000 in capital from sales of common stock and issuances of convertible notes payable. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. The Company is attempting to conduct private placements of its preferred and common 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 consolidated 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 consolidated financial statements do not include any adjustments that might arise from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Raadr, Inc., Choice One Mobile, Inc., PITOOEY! Mobile, Inc. and Rockstar Digital, Inc. All significant intercompany balances and transactions have been eliminated. Raadr, 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 ("GAAP") 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. Risks and Uncertainties The Company has a limited operating history and has not generated substantial revenues from our planned principal operations. Further, the Company currently has no sales and limited marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if we decide to market any of our current and future products. Developing a marketing and sales force is also time consuming and could delay launch of our future products. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company is also subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives in the technology industry. Design and development of new products are important elements to achieve and maintain profitability in the Companys industry segment. The Company is subject to federal, state and local environmental laws and regulations. The Company currently does not anticipate non-compliance with such laws and does not believe that regulations will have a material impact on the Companys financial position, results of operations, or liquidity. Management believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. The Company's future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, the Company's products must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, the Company may not be able to adapt new or enhanced products to emerging industry standards, and the Company's new products may not be favorably received. Nor may we have the capital resources to further the development of existing and/or new ones. Further, the Company's industry is characterized by rapid changes in technology and customer demands. As a result, the Company's products may quickly become obsolete and unmarketable. 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 Companys best estimate of the amount of probable credit losses in the Companys 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. Subscription for Debentures are carried as Notes Receivable - current. Commitments are evidenced by signed Note or Stock Subscription agreements. 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, 2014 and 2013. During the years ended December 31, 2014 and 2013, the Company recorded losses on assets disposed of $8,598 and $28,307 related to assets either sold or disposed of. 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, 2014 and 2013, there was $0 and $0 held in the merchant reserve account, respectively. Cost of Revenue The Companys 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 Accounting Standards Codification ("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 ASC 718-10 and the conclusions reached by the 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 ASC 505-50. Advertising and Marketing Costs The Company expenses all costs of advertising as incurred. During the years ended December 31, 2014 and 2013, advertising and marketing costs were $52,168 and $366,541, respectively. Application Development Costs The Company continues to evaluate the treatment of costs related to the development of apps not yet publicly launched and are in the pre-revenue stage. Such costs will be capitalized to comply with GAAP and ASC 985-10, which addresses the capitalization of the costs of computer software to be sold, leased, or otherwise marketed as a separate product or a part of a product or process, whether internally developed and produced or purchased. ASC 985-10 calls for the capitalization of costs for creating, researching, and developing any such product. 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 years ended December 31, 2014 and 2013. Dilutive loss per share for the years ended December 31, 2014 and 2013 excludes all potential dilutive common shares as their effect is anti-dilutive. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Companys assumptions about the factors that market participants would use in valuing the asset or liability. 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). As of December 31, 2014 the derivative liability is considered a level 2 item; see Note 4. The Company did not have any level 3 instruments as of December 31, 2014 and 2013. 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. Income Taxes The Company follows 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. Comparative Financial Information Certain reclassifications have been made to the 2013 financial statements to confirm to the 2014 presentation. Recent Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") No. 2014-15, "Presentation of Financial Statements-Going Concern", which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. Management is still in the process of assessing the impact of ASU 2014-15 on the Companys consolidated financial statements. On September 10, 2014, the FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted the amendment. |
Financial Statement Elements
Financial Statement Elements | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Financial Statement Elements | Note 3 - Financial Statement Elements Note Receivable Notes receivable consist of receivables for commitments to invest. The Company had one Debenture purchase in the amount of $75,000 which had been committed to but not paid for as of December 31, 2013. This note was non-interest bearing, and was received in full during the year ended December 31, 2014. Fixed Assets Fixed assets as of December 31, 2014 and 2013 consisted of: December 31, 2014 2013 Computer equipment $ 12,525 $ 29,778 Furniture and equipment 2,000 13,997 Fixed assets, total 14,525 43,775 Less: accumulated depreciation (9,154) (14,148) Fixed assets, net $ 5,371 $ 29,627 Depreciation expenses for the years ended December 31, 2014 and 2013 was $11,955 and $14,148, respectively. The Company distributed assets totaling $28,307 to employees of Rockstar Digital as part of its shutdown of that entity during the year ended December 31, 2013. See Note 5 for additional discussion regarding this agreement . Accrued Liabilities Accrued liabilities as of December 31, 2014 and 2013 consisted of: December 31, 2014 2013 Accrued payroll and taxes $ 121,061 $ 108,957 Executive compensation 94,167 38,000 Deferred rent -- 11,273 Accrued interest 116,822 21,987 Other 19,252 -- $ 351,302 $ 180,217 |
Notes Payable Disclosure
Notes Payable Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Notes Payable Disclosure | Note 4 - Notes Payable Notes payable consisted of the following at: December 31, 2014 2013 Third Party Notes Convertible promissory notes $ 55,000 $ 65,000 Debentures with warrants 387,664 305,000 Notes under Investment Agreement 581,764 443,431 Promissory notes 18,606 36,778 Less: unamortized discount (73,238) (234,186) Subtotal - third party notes 969,796 616,023 Related Party Notes Debentures with warrants 87,445 85,000 Demand notes 111,759 126,326 Less: unamortized discount -- (101,482) Subtotal - related party notes 199,204 109,844 Total 1,169,000 725,867 Current portion (1,169,000) (725,867) Long-term portion $ -- $ -- Convertible Promissory Notes At various time during the year ended December 31, 2013, the Company issued convertible promissory notes to third parties which bear interest rates of 8% per annum. These notes along with their accrued interest are due and payable in full on their respective maturity dates, which range from May 2014 through July 2014. The notes are convertible into shares of the Companys par value common stock after six months 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. As a result, a discount of 42% of the face value of the note was attributed to the beneficial conversion feature of the note, which was amortized over the expected life of the note. During the years ended December 31, 2014 and 2013, $16,430 and $28,720, respectively, of the original discount of $45,150 has been amortized and recorded as interest expense, leaving a balance of $0 and $16,430, respectively, as of December 31, 2014 and 2013, respectively, related to the beneficial conversion feature of these notes. As of December 31, 2014, the remaining principal balance of these notes of $32,500 is past-due and considered in default. In December 2014, the Company issued a convertible promissory note to a third party in the principal amount of $55,000. The note bears interest at 10%, is due in December 2015, and is convertible any time after issuance at a variable conversion price calculated as the lower of $0.30 or 55% of the lowest trading price in the 20 days prior to conversion. Based on the requirements of ASC 815, we determined that a derivative liability was triggered upon issuance due to the variable conversion price. Using the Black-Scholes pricing model, we calculated the derivative liability upon issuance and recorded the fair market value of the derivative liability as a discount to the convertible promissory note. When a derivative liability associated with a convertible note is in excess of the face value of the convertible note, the excess of fair value of derivative is charged to the statement of operations. The derivative liability is required to be revalued at each conversion event and at each reporting period. During the year ended December 31, 2014, the range of inputs used to calculate the derivative liability were as follows: Year Ended December 31, 2014 Exercise price per share $0.165 Expected life (years) .95 - 1 Risk-free interest rate 0.19% - 0.25% Expected volatility 152% - 156% Based on these valuations, the derivative was recorded at its initial value of $68,802. The note was fully discounted at issuance due to the associated derivative liability, and the excess of $18,802 was immediately expensed as a loss on the fair value of the derivative liability. Remaining discount on the convertible note to be accreted over the life of the note using the straight line method is $52,137 as of December 31, 2014. During the year ended December 31, 2014, interest expense from accretion of the discount and net loss on the fair value of the derivative, including the day one charge noted above, was $2,863 and $17,105, respectively. Interest expense related to these convertible promissory notes was $3,286 and $16,379, respectively, for the years ended December 31, 2014 and 2013. The 2013 amount included a penalty of approximately $13,000 related to the prepayment of one of the notes. Debentures with Warrants At various times through the years ended December 31, 2014 and 2013, the Company has issued debentures with attached warrants. These debentures contain interest rates ranging from 8% to 20% and mature at various times from July 2014through July 2015. Interest expense related to these debentures for the years ended December 31, 2014 and 2013 was $40,750 and $8,348, respectively. The warrants issued with these debentures contain an exercise price of $0.50 per share and expire three years from the date of issuance. Based on a valuation of the warrants using the Black-Sholes method, discounts of $76,452 and $275,499 were attributed to the warrants during the years ended December 31, 2014 and 2013, respectively. See Note 8 for inputs used in the valuation. These discounts are being amortized over the respective twelve month maturity periods of the debentures using the straight line method due to the limited amortization period. During the years ended December 31, 2014 and 2013, $221,410 and $57,743, respectively, was amortized and recorded as interest expense, leaving balances of $68,990 and $217,756, respectively, in discounts related to the attached warrants as of December 31, 2014 and 2013. Notes Issued Under an Investment Agreement 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. Maturity dates of the debentures issued range from April 2014 through May 2015. As such, a majority of these notes are in default as of December 31, 2014. As of December 31, 2014 and 2013, the principle balance owed on these debentures was $532,431 and $443,431, respectively, plus accrued interest. During the years ended December 31, 2014 and 2013, a total of $41,419 and $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. Promissory Notes On July 25, 2012, the Company entered into an Intellectual Property Assignment Agreement. (See Note 9 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. During the year ended December 31, 2013, the Company issued a $50,000 promissory note bearing interest at 10% and due on May 31, 2014. The note is payable in monthly payments of principal and interest. As of December 31, 2014, the remaining principal balance of $10,606 is past due and in default. Debentures with Warrants Issued to Related Parties At various times through the years ended December 31, 2014 and 2013, the Company has issued debentures with attached warrants to several related parties. These debentures bear interest at 8% and mature at various times from July 2014 through February 2015. Interest expense related to these debentures for the years ended December 31, 2014 and 2013 was $6,189 and $241, respectively. The warrants issued with these debentures contain an exercise price of $0.50 per share and expire three years from the date of issuance. Based on a valuation of the warrants using the Black-Sholes method, discounts of $2,010 and $105,055, respectively, were attributed to the warrants during the years ended December 31, 2014 and 2013. See Note 8 for inputs used in the valuation. These discounts are being amortized over the respective twelve month maturity periods of the debentures using the straight line method due to the limited amortization period. During the years ended December 31, 2014 and 2013, a total of $78,552 and $3,573, respectively, has been amortized and recorded as interest expense, leaving a balance of $27,812 and $101,482, respectively, in discounts related to the attached warrants as of December 31, 2014 and 2013. Demand Notes Issued to Related Parties The Company has various notes outstanding to related parties totaling $111,759 and $126,326 as of December 31, 2014 and 2013, respectively. These notes are due on demand and have no stated interest rate. As these were initially expected to be repaid quickly, no interest was recorded during the year ended December 31, 2013. As they have not yet been repaid, the Company began imputing interest on these notes at 8% during the year ended December 31, 2014. Total interest expense imputed on these notes during the year ended December 31, 2014 was $11,176, which has been recorded to additional paid-in capital. |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Commitments and Contingencies Disclosure | Note 5 - Commitments and Contingencies Operating Leases Office Facility Lease - The Company previously leased its office facility under an operating lease agreement that was to expire May 31, 2016. On August 29, 2014, the Company and lessor of this lease, upon mutual agreement, terminated the lease, with no additional obligation. On September 1, 2014, the Company entered into a new lease with another lessor for office space, in another physical location, expiring September 30, 2015. The Company recognizes rent expense on a straight-line basis over the lease period. Equipment Lease - The Company leases 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. Rent expense was $40,984 and $86,573, respectively, for the years ended December 31, 2014 and 2013. The Companys 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, 2014: Year Ending December 31, 2015 $ 26,946 2016 1,200 Total minimum lease payments $ 28,146 Legal 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 Companys 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 February 6, 2013, we formed a wholly owned subsidiary, Rockstar Digital, Inc. (Rockstar), under the laws of the State of Nevada. Rockstar was organized to specialize in internet branding through social media marketing, mobile marketing and iPhone ® On July 29, 2014, a default judgment was issued against the company in Circuit Court of the 11 th |
Income Taxes Disclosure
Income Taxes Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Income Taxes Disclosure | Note 6 - Income Taxes For the years ended December 31, 2014 and 2013, 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, 2014 and 2013, the Company had approximately $5.2 and $3.7 million of federal and 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 components of the Companys deferred tax asset are as follows: December 31, 2014 2013 Deferred tax assets: Net operating loss carryforwards $ 1,943,756 $ 1,419,890 Valuation allowance (1,943,756) (1,419,890) 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, 2014 and 2013, and recorded a full valuation allowance. The components of the Company's income taxes were: 2014 2013 Income tax benefit attributable to: Net loss $ (672,402) $ (1,332,683) Permanent differences 148,535 -- Valuation allowance 523,866 1,332,683 Net provision for income tax $ -- $ -- The Company has identified the United States Federal tax returns as its major tax jurisdiction. The United States Federal return years 2010 through 2014 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations. The Company is subject to examination by State authorities for the years ended 2010 through 2014 and currently does not have any ongoing tax examinations. |
Stockholders' Deficit Disclosur
Stockholders' Deficit Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Stockholders' Deficit Disclosure | Note 7 - Stockholders Deficit Authorized Shares 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. Series A Preferred Stock 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 holds no voting rights, but is automatically convertible into shares of the Companys 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. 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 Companys Certificate of Change to increase the authorized capital of the Company, all shares of the Companys 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 Companys preferred stock were converted into common stock. Series B Preferred Stock In May and June 2014, the Company sold 146,125 shares of the Companys Series B Convertible Preferred ("Series B") for $121,900. In July and August 2014, the Company sold 75,000 shares of the Series B for $60,000. On October 22, 2014 the Company sold 66,250 shares of Series B for $53,000. On October 24, 2014 the Company sold 31,250 shares of Series B for $25,000. As of the date of these consolidated financial statements the designations for the Series B have not been filed with the State and thus they are reflected as a liability on the accompanying balance sheet at December 31, 2014. The rights and preferences are not valid until the designations are filed. Once approved, the holders are expected to receive warrants to purchase two shares of common stock at $0.50 per share. In addition, each share of Series B converted the holder would receive two shares of common stock. 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. 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. During the year ended December 31, 2014, 252,500 of these shares that had been previously paid for were issued. As of December 31, 2014, the Company still had the obligation to issue 31,000 shares of common stock. Additionally, as of December 31, 2013, 51,000 shares for proceeds of $20,400 were subscribed but not paid for. In January 2014, the Company received $20,400 as payment for these shares. 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. In March 2014, the Company sold 92,500 shares of common stock, at $0.40 per share, to four investors for $37,000. On August 20, 2014, the Company issued 600,000 shares of restricted common stock for consulting services. These shares were valued at $450,000, which cost was expensed as Professional Development Consulting in May and June 2014 when the shares were authorized. |
Warrants Disclosure
Warrants Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Warrants Disclosure | Note 8 - Warrants A summary of warrant activity follows: Number of Shares Weighted- Average Exercise Price Weighted- Average Expected Life Outstanding at December 31, 2012 -- $ -- -- Granted 1,880,00 0.99 0.99 Exercised -- -- -- Canceled -- -- -- Outstanding at December 31, 2013 1,880,00 0.99 0.99 Granted 1,270,000 0.28 4.04 Exercised -- -- -- Canceled -- -- -- Outstanding at December 31, 2014 3,150,000 $ 0.70 2.07 Warrants exercisable at December 31, 2014 2,150,000 0.99 0.91 During the years ended December 31, 2014 and 2013, the Company issued a total of 1,000,000 and 1,100,000, respectively, to third party consultants in connection with consulting agreements. These warrants contained exercise prices ranging from $0.09 to $1.75 per share and expire two to three years from the date of issuance. Based on a valuation of the warrants using the Black-Sholes method, the warrants were valued at $629,175 and $645,854, respectively. The Company recorded compensation expense related to the warrants of $161,617 and $645,854 during the years ended December 31, 2014 and 2013, respectively. See Note 9 for additional discussion regarding the agreements for warrants issued in connection with consulting agreements. During the years ended December 31, 2014 and 2013, the Company issued a total of 170,000 and 780,000 warrants in connection with the issuance of debentures, respectively. These warrants contained an exercise price of $0.50 per share and expire three years from the date of issuance. Based on a valuation of the warrants using the Black-Sholes method, discounts of $78,462 and $380,554, respectively, were attributed to the warrants being given in return for loans during the years ended December 31, 2014 and 2013, which are being amortized over the respective twelve month maturity periods of the underlying debentures. See Note 4 for additional discussion regarding warrants issued in connection with debenture issuances. During the year ended December 31, 2014, the range of inputs used to calculate the value of the warrants were as follows: Year Ended December 31, 2014 Exercise price per share $0.102 Expected life (years) 5.00 Risk-free interest rate 1.72% Expected volatility 97.00% |
Agreements Disclosure
Agreements Disclosure | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Agreements Disclosure | Note 9 - 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 February 24, 2013, the Company entered into a contract with a third party consulting firm. As compensation, the Company paid an initial fee of $4,750 for services rendered and was 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 Companys common stock at an exercise price of $1.75 per share, which expire on February 24, 2015. See Note 5 for settlement and issuance of additional warrants to this consultant. 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 Companys common stock at an exercise price of $1.30 per share, which expire on February 26, 2015. This agreement was terminated in 2013 with no additional amount due, however, the warrants remain outstanding. 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 were to be performed for a period of six (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 were to be performed for a period of six (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. 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 Companys common stock. The agreement was terminated with no additional amount due. On February 28, 2014 and effective March 3, 2014, the Company entered into an agreement with a consultant to design and develop the Companys Legal 420 mobile app the purpose of which is to create share information regarding the current changes in the medical marijuana marketplace. Compensation for this project is comprised of $25,000 in cash and issuance of 300,000 shares of the Companys common stock. This agreement was terminated by mutual agreement between both parties on December 1, 2014. On April 17, 2014 and effective May 1, 2014, the Company entered into an agreement with a consultant to design and develop the Companys RAADR mobile app, the purpose of which is to provide customers a mobile application system to allow monitoring of various forms of social media. Compensation for this project is comprised of $25,000 in cash and issuance of 300,000 shares of the Companys common stock. This agreement was terminated by mutual agreement between both parties on October 1, 2014. In connection with the termination of the agreement the consultant refunded $10,000 to Company; and 300,000 shares of the Companys common stock was forfeited. On June 19, 2014, sole board member, Jacob DiMartino, authorized paperwork for the transfer of 10,000,000 shares of his personal Company stock (OTC: PTOO) to CEO, Richard M. Hybner, effective immediately, in accordance with the terms of Mr. Hybners Employment Agreement and Amended and Restated Employment Agreement, dated May 2, 2014 and June 26, 2014, respectively. On July 29, 2014 (the Effective date), the Company entered into an agreement with cmdR Consulting, to develop the Companys RAADR mobile app, the purpose of which is to develop a subscriber-like mobile application to allow the monitoring of a variety of forms of social mention in social media. Contractual details call for an initial payment of $40,000, an additional payment of $30,000 in December, 2014 and five monthly payments of $10,000 commencing in January, 2015. In addition, stock options of up to 1,000,000 shares, with a strike price of $0.09, were granted for achieving certain milestones including an expected launch date in Fall 2014, with pre-registration to begin early September, 2014. In addition, a user-based bonus of $0.20 per user will be paid if the platform exceeds 330,000 users by December 31, 2014. Due to cash flow restrictions and the likely hood of the deliverables being provided, the contract was cancelled subsequent to December 31, 2014. On October 21, 2014, the Company entered into a marketing agreement with a corporation to provide brand recognition, public relations, investor relations, and marketing services on behalf of the Company. Payment is in cash, beginning with $18,000 upon signing and then $9,500 per bi-weekly period through the end of December, 2014, for total payments of $75,000. The contract was cancelled mutually in January 2015. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Related Party Transactions | Note 10 - 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 27, 2012, the Company entered into a professional service agreement with the Companys 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. As of December 31, 2014 and 2013, amounts included within accrued liabilities related to payroll due to Jacob DiMartino, our Chief Executive Officer, were $78,167 and $22,000, respectively. See also Note 8 for notes payable to related parties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Subsequent Events | Note 11 - Subsequent Events In March 2015, the Company issued a total of 30,000,000 shares of common stock in connection with three consulting contracts, 10 million shares each, related to capital raising, strategic partnerships, etc. The Company is still determining the accounting impact of this transaction. Under the agreements, the consultants have non-dilutive clauses which require a true up at the end of the contract based upon the percent of the initial issuance. The Company is currently determining the impact of the issuance. In March 2015, the Company extended a $20,000 convertible note payable to June 30, 2015. Under the terms of the new agreement, the Company issued at various dates 160,000 shares of common stock. As long as the note is in default, the Company has the obligation to issue additional shares. The Company is still determining the accounting impact of this transaction. In April 2015, the Company received $20,000 in proceeds from the sale of 250,000 shares of common stock. As of the date of this filing the shares haven't been issued. In June 2015, the Company received $20,000 in proceeds from convertible notes payable. The notes are convertible at a minimum of $40,000 in common stock based upon the closing stock price on the date of conversion. In addition, the notes incur interest at 12% per annum and is due June 1, 2016. The Company is still determining the accounting impact of this transaction. In July 2015, the Company received $10,000 in proceeds from the sale of 250,000 shares of common stock. As of the date of this filing the shares haven't been issued. Subsequent to year end, the Company issued 150,000 shares of common stock in connection with the settlement with a former customer. The Company is still determining the accounting impact of this transaction. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies: Principles of Consolidation Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Principles of Consolidation Policy | Principles of Consolidation The consolidated financial statements include the accounts of Raadr, Inc., Choice One Mobile, Inc., PITOOEY! Mobile, Inc. and Rockstar Digital, Inc. All significant intercompany balances and transactions have been eliminated. Raadr, Inc., Choice One Mobile, Inc., PITOOEY! Mobile, Inc. and Rockstar Digital, Inc. will be collectively referred herein to as the Company. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies: Use of Estimates Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Use of Estimates Policy | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") 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 Accoun20
Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Cash and Cash Equivalents Policy | 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 Accoun21
Summary of Significant Accounting Policies: Accounts Receivable Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 Companys best estimate of the amount of probable credit losses in the Companys 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 Accoun22
Summary of Significant Accounting Policies: Subscriptions Receivable Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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. Subscription for Debentures are carried as Notes Receivable - current. Commitments are evidenced by signed Note or Stock Subscription agreements. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies: Property and Equipment Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 and 2013. During the years ended December 31, 2014 and 2013, the Company recorded losses on assets disposed of $8,598 and $28,307 related to assets either sold or disposed of. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Revenue Recognition Policy | 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 Accoun25
Summary of Significant Accounting Policies: Merchant Reserves Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 and 2013, there was $0 and $0 held in the merchant reserve account, respectively. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies: Cost of Revenue Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Cost of Revenue Policy | Cost of Revenue The Companys cost of revenue primarily consists of credit card processing fees, direct labor installation costs and client-specific dedicated Internet service costs. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Stock-based Compensation Policy | Stock-based Compensation The Company records stock-based compensation in accordance with the guidance in Accounting Standards Codification ("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 ASC 718-10 and the conclusions reached by the 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 ASC 505-50. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies: Advertising and Marketing Costs Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Advertising and Marketing Costs Policy | Advertising and Marketing Costs The Company expenses all costs of advertising as incurred. During the years ended December 31, 2014 and 2013, advertising and marketing costs were $52,168 and $366,541, respectively. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies: Application Development Costs Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Application Development Costs Policy | Application Development Costs The Company continues to evaluate the treatment of costs related to the development of apps not yet publicly launched and are in the pre-revenue stage. Such costs will be capitalized to comply with GAAP and ASC 985-10, which addresses the capitalization of the costs of computer software to be sold, leased, or otherwise marketed as a separate product or a part of a product or process, whether internally developed and produced or purchased. ASC 985-10 calls for the capitalization of costs for creating, researching, and developing any such product. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies: Loss Per Common Share Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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 years ended December 31, 2014 and 2013. Dilutive loss per share for the years ended December 31, 2014 and 2013 excludes all potential dilutive common shares as their effect is anti-dilutive. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Fair Value of Financial Instruments Policy | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Companys assumptions about the factors that market participants would use in valuing the asset or liability. 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). As of December 31, 2014 the derivative liability is considered a level 2 item; see Note 4. The Company did not have any level 3 instruments as of December 31, 2014 and 2013. 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. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies: Income Taxes Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Income Taxes Policy | Income Taxes The Company follows 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. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies: Comparative Financial Information Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Comparative Financial Information Policy | Comparative Financial Information Certain reclassifications have been made to the 2013 financial statements to confirm to the 2014 presentation. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies: Recent Pronouncements Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Recent Pronouncements Policy | Recent Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") No. 2014-15, "Presentation of Financial Statements-Going Concern", which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. Management is still in the process of assessing the impact of ASU 2014-15 on the Companys consolidated financial statements. On September 10, 2014, the FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted the amendment. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies: Property and Equipment Policy: Fixed Assets, Estimated Useful Lives (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Fixed Assets, Estimated Useful Lives | Computer equipment 3 years Furniture and Equipment 5 years |
Financial Statement Elements_ S
Financial Statement Elements: Schedule of Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Fixed Assets | December 31, 2014 2013 Computer equipment $ 12,525 $ 29,778 Furniture and equipment 2,000 13,997 Fixed assets, total 14,525 43,775 Less: accumulated depreciation (9,154) (14,148) Fixed assets, net $ 5,371 $ 29,627 |
Financial Statement Elements_37
Financial Statement Elements: Schedule of Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Accrued Liabilities | December 31, 2014 2013 Accrued payroll and taxes $ 121,061 $ 108,957 Executive compensation 94,167 38,000 Deferred rent -- 11,273 Accrued interest 116,822 21,987 Other 19,252 -- $ 351,302 $ 180,217 |
Notes Payable Disclosure_ Sched
Notes Payable Disclosure: Schedule of Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Notes Payable | December 31, 2014 2013 Third Party Notes Convertible promissory notes $ 55,000 $ 65,000 Debentures with warrants 387,664 305,000 Notes under Investment Agreement 581,764 443,431 Promissory notes 18,606 36,778 Less: unamortized discount (73,238) (234,186) Subtotal - third party notes 969,796 616,023 Related Party Notes Debentures with warrants 87,445 85,000 Demand notes 111,759 126,326 Less: unamortized discount -- (101,482) Subtotal - related party notes 199,204 109,844 Total 1,169,000 725,867 Current portion (1,169,000) (725,867) Long-term portion $ -- $ -- |
Notes Payable Disclosure_ Range
Notes Payable Disclosure: Range of Inputs used to Calculate the Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Range of Inputs used to Calculate the Derivative Liability | Year Ended December 31, 2014 Exercise price per share $0.165 Expected life (years) .95 - 1 Risk-free interest rate 0.19% - 0.25% Expected volatility 152% - 156% |
Commitments and Contingencies40
Commitments and Contingencies Disclosure: Schedule of Future Minimum Rental Payments for Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Future Minimum Rental Payments for Operating Leases | Year Ending December 31, 2015 $ 26,946 2016 1,200 Total minimum lease payments $ 28,146 |
Income Taxes Disclosure_ Schedu
Income Taxes Disclosure: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets | December 31, 2014 2013 Deferred tax assets: Net operating loss carryforwards $ 1,943,756 $ 1,419,890 Valuation allowance (1,943,756) (1,419,890) Total deferred tax assets $ -- $ -- |
Income Taxes Disclosure_ Sche42
Income Taxes Disclosure: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | 2014 2013 Income tax benefit attributable to: Net loss $ (672,402) $ (1,332,683) Permanent differences 148,535 -- Valuation allowance 523,866 1,332,683 Net provision for income tax $ -- $ -- |
Warrants Disclosure_ Schedule o
Warrants Disclosure: Schedule of Warrants Activity (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Warrants Activity | Number of Shares Weighted- Average Exercise Price Weighted- Average Expected Life Outstanding at December 31, 2012 -- $ -- -- Granted 1,880,00 0.99 0.99 Exercised -- -- -- Canceled -- -- -- Outstanding at December 31, 2013 1,880,00 0.99 0.99 Granted 1,270,000 0.28 4.04 Exercised -- -- -- Canceled -- -- -- Outstanding at December 31, 2014 3,150,000 $ 0.70 2.07 Warrants exercisable at December 31, 2014 2,150,000 0.99 0.91 |
Warrants Disclosure_ Range of I
Warrants Disclosure: Range of Inputs used to Calculate Value of Warrants (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Range of Inputs used to Calculate Value of Warrants | Year Ended December 31, 2014 Exercise price per share $0.102 Expected life (years) 5.00 Risk-free interest rate 1.72% Expected volatility 97.00% |
History and Organization (Detai
History and Organization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Accumulated deficit | $ 5,751,537 | $ 3,773,884 |
Net loss | 1,977,652 | 3,467,550 |
Net cash used in operating activities | $ 671,680 | $ 1,784,416 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies: Property and Equipment Policy: Fixed Assets, Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Computer Equipment | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies: Advertising and Marketing Costs Policy (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Advertising and marketing | $ 52,168 | $ 366,541 |
Financial Statement Elements (D
Financial Statement Elements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Notes receivable | $ 75,000 | |
Depreciation expense | $ 11,955 | 14,148 |
Gain (loss) on disposal of assets | $ 8,598 | $ 28,307 |
Financial Statement Elements_49
Financial Statement Elements: Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Fixed assets, gross | $ 14,525 | $ 43,775 |
Fixed assets, accumulated depreciation | (9,154) | (14,148) |
Fixed assets, net | 5,371 | 29,627 |
Computer Equipment | ||
Fixed assets, gross | 12,525 | 29,778 |
Furniture and Fixtures | ||
Fixed assets, gross | $ 2,000 | $ 13,997 |
Financial Statement Elements_50
Financial Statement Elements: Schedule of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued liabilities | $ 351,302 | $ 180,217 |
Accrued payroll and taxes | ||
Accrued liabilities | 121,061 | 108,957 |
Accrued executive compensation | ||
Accrued liabilities | 94,167 | 38,000 |
Deferred rent | ||
Accrued liabilities | 11,273 | |
Interest accrued | ||
Accrued liabilities | 116,822 | $ 21,987 |
Other accrued liabilities | ||
Accrued liabilities | $ 19,252 |
Notes Payable Disclosure_ Sch51
Notes Payable Disclosure: Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Unamortized debt discount | $ 73,238 | $ 335,667 |
Notes payable, net | 969,796 | 616,023 |
Related party notes payable, net | 199,204 | 109,844 |
Total notes payable | 1,169,000 | 725,867 |
Convertible promissory notes | ||
Third party notes payable | 55,000 | 65,000 |
Debentures with warrants | ||
Third party notes payable | 387,664 | 305,000 |
Related party notes payable | 87,445 | 85,000 |
Notes under Investment Agreement | ||
Third party notes payable | 581,764 | 443,431 |
Promissory notes | ||
Third party notes payable | 18,606 | 36,778 |
Third Party Notes | ||
Unamortized debt discount | (73,238) | (234,186) |
Demand notes | ||
Related party notes payable | $ 111,759 | 126,326 |
Related Party Notes | ||
Unamortized debt discount | $ (101,482) |
Notes Payable Disclosure (Detai
Notes Payable Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Convertible promissory notes | ||
Interest expense, notes payable | $ 3,286 | $ 16,379 |
Debentures Interest expense | ||
Interest expense, notes payable | 40,750 | 8,348 |
Warrants Interest expense | ||
Interest expense, notes payable | 221,410 | 57,743 |
Notes under Investment Agreement | ||
Interest expense, notes payable | 41,419 | 16,432 |
Debentures Interest expense, related party | ||
Interest expense, notes payable | 6,189 | 241 |
Warrants Interest expense, related party | ||
Interest expense, notes payable | 78,552 | $ 3,573 |
Demand notes | ||
Interest expense, notes payable | $ 11,176 |
Commitments and Contingencies53
Commitments and Contingencies Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Rent expense | $ 40,984 | $ 86,573 |
Commitments and Contingencies54
Commitments and Contingencies Disclosure: Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2014USD ($) |
Details | |
Minimum operating lease payments, 2015 | $ 26,946 |
Minimum operating lease payments, 2016 | 1,200 |
Minimum operating lease payments, total | $ 28,146 |
Income Taxes Disclosure_ Sche55
Income Taxes Disclosure: Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Net operating loss carryforwards | $ 1,943,756 | $ 1,419,890 |
Valuation allowance for deferred tax assets | $ (1,943,756) | $ (1,419,890) |
Income Taxes Disclosure_ Sche56
Income Taxes Disclosure: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Income tax benefit attributable to Net income (loss) | $ (672,402) | $ (1,332,683) |
Income tax benefit attributable to Permanent Differences | 148,535 | |
Valuation allowance | $ 523,866 | $ 1,332,683 |
Stockholders' Deficit Disclos57
Stockholders' Deficit Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Authorized number of common shares | 400,000,000 | 400,000,000 |
Authorized number of preferred shares | 100,000,000 | 100,000,000 |
Stock owed but not yet issued | 51,000 | |
Preferred Series A | ||
Authorized number of preferred shares | 20,000,000 | 20,000,000 |
Number of shares sold | 1,277,500 | |
Sale of stock, consideration received | $ 511,000 | |
Series B Preferred Stock May and June 2014 | ||
Number of shares sold | 146,125 | |
Sale of stock, consideration received | $ 121,900 | |
Series B Preferred Stock July and August 2014 | ||
Number of shares sold | 75,000 | |
Sale of stock, consideration received | 60,000 | |
Series B Preferred Stock October 22, 2014 | ||
Number of shares sold | 66,250 | |
Sale of stock, consideration received | 53,000 | |
Series B Preferred Stock October 24, 2014 | ||
Number of shares sold | 31,250 | |
Sale of stock, consideration received | $ 25,000 | |
Common Stock April 4, 2013 | ||
Shares of stock issued | 30,000 | |
Proceeds/Value from issuance of stock | $ 12,000 | |
Common Stock June 11, 2013 | ||
Shares of stock issued | 340,000 | |
Proceeds/Value from issuance of stock | $ 204,000 | |
Common Stock April 1, 2013 to December 31, 2013 | ||
Number of shares sold | 621,000 | |
Sale of stock, consideration received | $ 228,007 | |
Shares of stock issued | 252,500 | |
Stock owed but not yet issued | 31,000 | 282,500 |
Common Stock for Prepaid Services, October 20, 2013 | ||
Shares of stock issued | 300,000 | |
Proceeds/Value from issuance of stock | $ 240,000 | |
Common Stock March 2014 | ||
Number of shares sold | 92,500 | |
Sale of stock, consideration received | $ 37,000 | |
Common Stock for Consulting Services, August 20, 2014 | ||
Shares of stock issued | 600,000 | |
Proceeds/Value from issuance of stock | $ 450,000 |
Warrants Disclosure_ Schedule58
Warrants Disclosure: Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Warrants Granted | 1,270,000 | 188,000 |
Exercise price of the warrants | $ 0.28 | $ 0.99 |
Warrants Outstanding | 3,150,000 | 188,000 |
Weighted Average Exercise Price, Warrants Outstanding | $ 0.70 | $ 0.99 |
Warrants exercisable | 2,150,000 |
Warrants Disclosure (Details)
Warrants Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Third party consultants | ||
Warrants issued | 1,000,000 | 1,100,000 |
Share-based compensation expense | $ 161,617 | $ 645,854 |
With the issuance of debentures | ||
Warrants issued | 170,000 | 780,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | 36 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | |
Details | |||
Proceeds from donated cash | $ 42,850 | ||
Prepaid expenses, CEO | $ 200 | $ 30,000 | |
Expenses reimbursed to CEO | 140,285 | ||
Due to CEO | $ 22,000 | $ 78,167 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Mar. 31, 2015 | Apr. 30, 2015 | Jun. 30, 2015 | |
Common Stock for Consulting Contracts, March 2015 | |||
Shares of stock issued | 30,000,000 | ||
Common Stock for Convertible Notes, March 2015 | |||
Shares of stock issued | 160,000 | ||
Common Stock April 2015 | |||
Sale of stock, consideration received | $ 20,000 | ||
Number of shares sold | 250,000 | ||
Common Stock July 2015 | |||
Sale of stock, consideration received | $ 10,000 | ||
Number of shares sold | 250,000 | ||
Proceeds from Convertible Notes Payable | $ 20,000 | ||
Common Stock for Settlement | |||
Shares of stock issued | 150,000 |