Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2015shares | |
Document and Entity Information | |
Entity Registrant Name | RAADR, INC. |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2015 |
Amendment Flag | false |
Entity Central Index Key | 1,384,365 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 133,779,923 |
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 | 2,015 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | ptoo |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and equivalents | $ 46,192 | |
Prepaid expenses and other current assets | $ 59 | 59 |
Total current assets | 59 | 46,251 |
Property and equipment, net | 4,227 | 5,371 |
Total assets | 4,286 | 51,622 |
Current liabilities: | ||
Accounts payable | 305,985 | 305,790 |
Accrued liabilities | 455,024 | 351,302 |
Preferred stock to be issued, value | 259,900 | 259,900 |
Notes payable, net | 998,638 | 969,796 |
Related party notes payable, net | 199,204 | 199,204 |
Derivative liability | 184,658 | 67,105 |
Total current liabilities | 2,403,409 | 2,153,097 |
Total liabilities | $ 2,403,409 | $ 2,153,097 |
Stockholders' deficit | ||
Preferred stock value | ||
Common stock value | $ 133,780 | $ 103,780 |
Common stock payable value | 31 | 31 |
Additional paid-in capital | 10,116,251 | 3,546,251 |
Accumulated deficit | (12,649,185) | (5,751,537) |
Total stockholders' equity | (2,399,123) | (2,101,475) |
Total liabilities and stockholders' equity | $ 4,286 | $ 51,622 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Unamortized debt discount | $ 44,396 | $ 73,238 |
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 | 133,779,923 | 103,779,923 |
Common stock, shares outstanding | 133,779,923 | 103,779,923 |
Preferred Series A | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement | ||
Revenue, net | $ 44,073 | |
Cost of goods sold | 38,511 | |
Gross profit | 5,562 | |
Expenses: | ||
Advertising and marketing | 6,116 | |
Depreciation | $ 1,144 | 3,510 |
Executive compensation | 24,000 | 34,200 |
General and administrative expenses | 2,229 | 113,821 |
Professional fees | 6,600,000 | 35,733 |
Salaries and wages | 116,596 | 69,671 |
Total expenses | 6,743,969 | 263,051 |
Loss before other expenses | (6,743,969) | (257,489) |
Other expenses: | ||
Interest expense | (51,508) | (164,369) |
Debt forgiveness | 13,246 | 1,086 |
Other income | 2,136 | 457 |
Change in fair value of derivatives | (117,553) | |
Total other income (expense) | (153,679) | (162,826) |
Loss before provision for income taxes | $ (6,897,648) | $ (420,315) |
Provision for income taxes | ||
Net loss | $ (6,897,648) | $ (420,315) |
Basic and diluted earnings (loss) per share | $ (0.06) | $ 0 |
Weighted average number of common shares outstanding - basic | 112,446,590 | 102,995,767 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash Flows from Operating Activities | ||
Net loss | $ (6,897,648) | $ (420,315) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock-based compensation | 6,600,000 | |
Depreciation and amortization | 1,144 | 3,509 |
Gain (loss) on derivative liability | (117,553) | |
Accretion of debt discount | 28,842 | 126,867 |
Gain (loss) on forgiveness of debt | 1,086 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts payable | 195 | (33,403) |
(Increase) decrease in accrued liabilities | 103,722 | 26,140 |
Net cash used by operating activities | (46,192) | (296,115) |
Cash Flows from Investing Activities | ||
Proceeds from notes receivable | 75,000 | |
Cash Flows from Financing Activities | ||
Proceeds from issuance of notes payable | 71,665 | |
Proceeds from notes receivable | 75,000 | |
Repayment of notes payable | 37,911 | |
Payments on related party notes payable | 14,567 | |
Proceeds from issuance of related party notes payable | 2,500 | |
Proceeds from subscription receivable | 20,400 | |
Proceeds from sale of common stock | 37,000 | |
Net cash provided by financing activities | 154,087 | |
Net increase (decrease) in cash | (46,192) | (142,028) |
Cash - beginning of the period | $ 46,192 | 142,029 |
Cash - ending of the period | 1 | |
Supplemental disclosures: | ||
Interest paid | $ 13,253 | |
Income taxes paid | ||
Non-cash transactions: | ||
Warrants issued in connection with Notes payable | $ 90,000 |
History and Organization
History and Organization | 3 Months Ended |
Mar. 31, 2015 | |
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, 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 offers a unique software tool in www.raadr.com that allows individuals to monitor social media activity online .As the digital world of the 21st Century continues to evolve, parents, guardians, and children are faced with challenges and threats not just in the real world, but in the omnipresent realm of Social Media as well. PITOOEY! INC., makers of the proprietary technology application RAADR© have developed a web based tool that provides families with peace of mind when it comes to knowing that children are safe from bullying and predatory behavior unfortunately so prevalent today. By customizing their own unique monitoring and alert settings, parents and guardians can be alerted when their childrens Facebook, Twitter, Instagram and other pertinent social media platforms under scrutiny become posted with inappropriate language. By utilizing customized keywords chosen by the user that are added to an already existing database, parents and guardians can carry a sense of assuredness that the youth they love and are responsible for are safe and acting in a fun, yet appropriate manner. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit of approximately $12,649,185 as of March 31, 2015, a net loss of approximately $6,897,648 million and cash used from operations of approximately $46,000 during the three months ended March 31, 2015. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Subsequent to March 31, 2015 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 condensed 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 condensed consolidated financial statements do not include any adjustments that might arise from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
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. Risks and Uncertainties The Company has a limited operating history and has not generated revenues from our planned principal operations. The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company's control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company's consolidated financial condition and the results of its operations. 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 sales and marketing. 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. 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. Interim Consolidated Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2014. The results of operations for the three months ended March 31, 2015 are not indicative of the results that may be expected for the full year. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and Cash Equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. 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 March 31, 2015 and 2014. 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. Stock-based Compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Loss Per Common Share Net loss per share is provided in accordance with ASC Subtopic 260-10. The Company presents basic loss per share (EPS) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. Dilutive loss per share for the three months ended March 31, 2015 and 2014 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 March 31, 2015 and December 31, 2014 the derivative liability is considered a level 2 item; see Note 4. 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. Recent Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") No. 2014-15, "Presentation of Financial StatementsGoing 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 | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Financial Statement Elements | Note 3 - Financial Statement Elements Accrued liabilities as of March 31, 2015 and December 31, 2014 consisted of: March 31, December 31, 2015 2014 (Unaudited) (Unaudited) Accrued payroll and taxes $ 190,365 $ 121,061 Executive compensation 118,167 94,167 Accrued interest 139,488 116,822 Other 7,004 19,252 $ 455,024 $ 351,302 |
Notes Payable Disclosure
Notes Payable Disclosure | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Notes Payable Disclosure | Note 4 - Notes Payable Notes payable as of March 31, 2015 and December 31, 2014 consisted of: March 31, December 31, 2015 2014 (Unaudited) (Unaudited) Third Party Notes Convertible promissory notes $ 55,000 $ 55,000 Debentures with warrants 387,664 387,664 Notes under investment agreement 581,764 581,764 Promissory notes 18,606 18,606 Less: unamortized discount (44,396) (73,238) Subtotal - third party notes 998,638 969,796 Related Party Notes Debentures with warrants 87,445 87,445 Demand notes 111,759 111,759 Less: unamortized discount -- -- Subtotal - related party notes 199,204 199,204 Total 1,197,842 1,169,000 Current portion (1,197,842) (1,169,000) Long-term portion $ -- $ -- Convertible Promissory Notes 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. As of March 31, 2015, this note was convertible into approximately 454,545 shares of common stock. Subsequent to March 31, 2015, the note was in technical default as the required SEC filings had not been made. Due to this default the Company increased the principal balance by 25% or $13,750. During the three months ended March 31, 2015, the range of inputs used to calculate the derivative liability were as follows: As of March 31, 2015 Exercise price per share $0.121 Expected life (years) 0.70 Risk-free interest rate 0.25% Expected volatility 150.00% 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. As of March 31, 2015, the Company valued the derivative liability at $184,658, based upon the variables above, resulting in a loss on the change in fair market value of $117,553 during the three months ended March 31, 2015. Remaining discount on the convertible note to be accreted over the life of the note using the straight line method is $38,387 and $52,137 as of March 31, 2015 and December 31, 2014, respectively. During the three months ended March 31, 2015, interest expense from accretion of the discount was $13,750. The remaining discount of $38,387 will be expensed during the year ending December 31, 2015. 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 2014 through July 2015. 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. 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 three months ended March 31, 2015 and 2014, $15,092 and $72,127 was amortized to interest expense, respectively. As of March 31, 2015 and December 31, 2014, discounts of $6,010 and $21,102 remained, respectively. In March 2015, the Company extended a $20,000 convertible note payable to June 30, 2015, requiring monthly interest payments. In addition, the Company modified the exercise price of the warrants to $0.20 per share. The Company accounted for the difference in fair market value of the note and warrants as a modification and recorded as interest expense due to the insignificant amount. See Note 9 for issuances of common stock subsequent to March 31, 2015. 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 March 31, 2015 and December 31, 2014. As of March 31, 2015 and December 31, 2014, the principle balance owed on these debentures was $532, 431 and $532,431, respectively, plus accrued interest. Promissory Notes On July 25, 2012, the Company entered into an Intellectual Property Assignment Agreement. In accordance with the terms and conditions contained therein, the Company has agreed to pay the Seller $8,000 in two installments: The first payment of $4,000 was due July 25, 2013,and second payment of $4,000 was due July 25, 2014. The note is currently in default due to non-payment. 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 March 31, 2015 and December 31, 2014, the remaining principal balance of $10,606 and $10,606, respectively, 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. As of March 31, 2015, all the notes are in default as they are past the maturity dates. 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. 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 three months ended March 31, 2015 and 2014, $0 and $26,455 was amortized to interest expense, respectively. As of March 31, 2015 and December 31, 2014, none of the discounts remained. Demand Notes Issued to Related Parties The Company has various notes outstanding to related parties totaling $111,759 as of March 31, 2015 and December 31, 2014, respectively. These notes are due on demand and have no stated interest rate. |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Commitments and Contingencies Disclosure | Note 5 - Commitments and Contingencies Operating Leases 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. Legal 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 |
Stockholders' Deficit Disclosur
Stockholders' Deficit Disclosure | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Stockholders' Deficit Disclosure | Note 6 - Stockholders Deficit Three Months Ended March 31, 2015 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 recorded $6,600,000 in connection with these agreements based upon the closing market price of the Company's common stock on the date of agreements. The common shares issued in connection with these agreements is non-forfeitable and thus the entire value of the common shares was expensed upon issuance. In addition, there are no future performance commitments under the agreements. Under the agreements, the consultants have non-dilutive clauses which require a true up at the end of the contract based upon the percentage the 30,000,000 represented of the total issued on the date of the initial issuance, or approximately 22 %. At each quarter end, the Company determines whether or not additional common shares are required to be issued and records a liability for the value of such shares. As of March 31, 2015, no additional shares were due under these contracts. Three Months Ended March 31, 2014 In January 2014, the Company issued 271,000 shares of its common stock that had been paid for as of December 31, 2013. In January 2014, the Company received $20,400 in Subscriptions Receivable for shares that were committed to be purchased as of December 31, 2013. Those shares have not been issued as of March 31, 2014. In March, 2014, the Company sold 92,500 shares of common stock, at $0.40 per share, to four investors for $37,000. The shares have not been issued as of March 31, 2014. |
Agreements Disclosure
Agreements Disclosure | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Agreements Disclosure | Note 7 - Agreements 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Related Party Transactions | Note 8 - Related Party Transactions As of March 31, 2015 and December 31, 2014, amounts included within accrued liabilities related to payroll due to Jacob DiMartino, our Chief Executive Officer, were $102,167 and $78,167, respectively. The Company accrues $8,000 per month in connection with the CEO's services. See Note 4 discussion related to notes payable to related parties. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Subsequent Events | Note 9 - Subsequent Events In March 2015, the Company extended a $20,000 convertible note payable to June 30, 2015, requiring monthly interest payments. Under the terms of the new agreement and subsequent to quarter end the Company issued at various dates a total of 160,000 shares of common stock due to the non-payment of interest. As long as the note is in default, which it was as the first interest payment wasn't made, the Company has the obligation to issue additional shares. The Company valued the shares issued at $38,040 based upon the closing market price of the Company's common stock on the date of each default and recorded as interest expense. 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, only at the Company's option, for a minimum of $40,000 in common stock based upon the closing stock price on the date of conversion for a period of one year. In addition, the notes incur interest at 12% per annum and is due June 1, 2016. Since the note is only convertible at the Company's option, the accounting for such will be triggered if the option is exercised. 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. In August 2015, the Company issued 150,000 shares of common stock in connection with the settlement with a former customer. The Company recorded $30,000 in connection with this settlement based upon the closing market price of the Company's common stock on the date of agreement. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies: Principles of Consolidation Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 Accoun16
Summary of Significant Accounting Policies: Interim Consolidated Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Interim Consolidated Financial Statements | Interim Consolidated Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2014. The results of operations for the three months ended March 31, 2015 are not indicative of the results that may be expected for the full year. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies: Use of Estimates Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Use of Estimates Policy | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 Accoun19
Summary of Significant Accounting Policies: Property and Equipment Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015 and 2014. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 Accoun21
Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Stock-based Compensation Policy | Stock-based Compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies: Loss Per Common Share Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Loss Per Common Share Policy | Loss Per Common Share Net loss per share is provided in accordance with ASC Subtopic 260-10. The Company presents basic loss per share (EPS) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. Dilutive loss per share for the three months ended March 31, 2015 and 2014 excludes all potential dilutive common shares as their effect is anti-dilutive. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015 and December 31, 2014 the derivative liability is considered a level 2 item; see Note 4. 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 Accoun24
Summary of Significant Accounting Policies: Recent Pronouncements Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 StatementsGoing 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 Accoun25
Summary of Significant Accounting Policies: Property and Equipment Policy: Fixed Assets, Estimated Useful Lives (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
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 Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Schedule of Accrued Liabilities | March 31, December 31, 2015 2014 (Unaudited) (Unaudited) Accrued payroll and taxes $ 190,365 $ 121,061 Executive compensation 118,167 94,167 Accrued interest 139,488 116,822 Other 7,004 19,252 $ 455,024 $ 351,302 |
Notes Payable Disclosure_ Sched
Notes Payable Disclosure: Schedule of Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Schedule of Notes Payable | March 31, December 31, 2015 2014 (Unaudited) (Unaudited) Third Party Notes Convertible promissory notes $ 55,000 $ 55,000 Debentures with warrants 387,664 387,664 Notes under investment agreement 581,764 581,764 Promissory notes 18,606 18,606 Less: unamortized discount (44,396) (73,238) Subtotal - third party notes 998,638 969,796 Related Party Notes Debentures with warrants 87,445 87,445 Demand notes 111,759 111,759 Less: unamortized discount -- -- Subtotal - related party notes 199,204 199,204 Total 1,197,842 1,169,000 Current portion (1,197,842) (1,169,000) Long-term portion $ -- $ -- |
Notes Payable Disclosure_ Range
Notes Payable Disclosure: Range of Inputs used to Calculate the Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Range of Inputs used to Calculate the Derivative Liability | As of March 31, 2015 Exercise price per share $0.121 Expected life (years) 0.70 Risk-free interest rate 0.25% Expected volatility 150.00% |
History and Organization (Detai
History and Organization (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Details | |||
Accumulated deficit | $ 12,649,185 | $ 5,751,537 | |
Net loss | 6,897,648 | $ 420,315 | |
Net cash used in operating activities | $ 46,192 | $ 296,115 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies: Property and Equipment Policy: Fixed Assets, Estimated Useful Lives (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Computer Equipment | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures | |
Property, Plant and Equipment, Useful Life | 5 years |
Financial Statement Elements_31
Financial Statement Elements: Schedule of Accrued Liabilities (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Accrued liabilities | $ 455,024 | $ 351,302 |
Accrued payroll and taxes | ||
Accrued liabilities | 190,365 | 121,061 |
Accrued executive compensation | ||
Accrued liabilities | 118,167 | 94,167 |
Interest accrued | ||
Accrued liabilities | 139,488 | 116,822 |
Other accrued liabilities | ||
Accrued liabilities | $ 7,004 | $ 19,252 |
Notes Payable Disclosure_ Sch32
Notes Payable Disclosure: Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Unamortized debt discount | $ 44,396 | $ 73,238 |
Notes payable, net | 998,638 | 969,796 |
Related party notes payable, net | 199,204 | 199,204 |
Total notes payable | 1,197,842 | 1,169,000 |
Convertible promissory notes | ||
Third party notes payable | 55,000 | 55,000 |
Debentures with warrants | ||
Third party notes payable | 387,664 | 387,664 |
Related party notes payable | 87,445 | 87,445 |
Notes under Investment Agreement | ||
Third party notes payable | 581,764 | 581,764 |
Promissory notes | ||
Third party notes payable | 18,606 | 18,606 |
Third Party Notes | ||
Unamortized debt discount | (44,396) | (73,238) |
Demand notes | ||
Related party notes payable | $ 111,759 | $ 111,759 |
Notes Payable Disclosure (Detai
Notes Payable Disclosure (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Convertible promissory notes | ||
Interest expense, notes payable | $ 13,750 | |
Debentures Interest expense | ||
Interest expense, notes payable | $ 15,092 | $ 72,127 |
Warrants Interest expense, related party | ||
Interest expense, notes payable | $ 26,455 |
Stockholders' Deficit Disclos34
Stockholders' Deficit Disclosure (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Common stock subscriptions received | $ 20,400 | |
Common Stock for Consulting Services | ||
Shares of stock issued | 30,000,000 | |
Common Stock for Stock Payable | ||
Shares of stock issued | 271,000 | |
Common Stock March 2014 | ||
Number of shares sold | 92,500 | |
Sale of stock, consideration received | $ 37,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Details | ||
Due to CEO | $ 102,167 | $ 78,167 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | |
Apr. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Aug. 31, 2015 | |
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 August 2015 | ||||
Shares of stock issued | 150,000 | |||
Proceeds/Value from issuance of stock | $ 30,000 |