Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 14-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'PITOOEY!, INC. | ' |
Entity Central Index Key | '0001384365 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 103,037,923 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consoldiated_Balance
Condensed Consoldiated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash and equivalents | $1 | $142,029 |
Notes receivable | ' | 75,000 |
Deposits and prepaid expenses | 200 | 200 |
Total current assets | 201 | 217,229 |
Fixed assets: | ' | ' |
Total fixed assets, net | 26,118 | 29,627 |
Total assets | 26,320 | 246,856 |
Current liabilities: | ' | ' |
Accounts payable | 218,070 | 251,473 |
Accrued liabilities | 207,443 | 180,217 |
Notes payable, net of discount of $179,540 and $234,185, respectively | 716,278 | 616,023 |
Notes payable - related parties, net of discount of $77,020 and 101,482, respectively | 122,239 | 109,844 |
Total current liabilities | 1,264,030 | 1,157,557 |
Total liabilities | 1,264,030 | 1,157,557 |
Stockholders' equity | ' | ' |
Preferred stock value | ' | ' |
Preferred stock Series A value | ' | ' |
Preferred stock Series A payable | ' | ' |
Common stock value | 103,039 | 102,818 |
Common stock payable | 155 | 283 |
Common stock subscribed but unpaid | ' | -20,400 |
Additional paid-in capital | 2,853,294 | 2,780,482 |
Accumulated deficit | -4,194,197 | -3,773,884 |
Total stockholders' equity | -1,237,710 | -910,701 |
Total liabilities and stockholders'equity | $26,320 | $246,856 |
Condensed_Consoldiated_Balance1
Condensed Consoldiated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Note payable discount | $17,954 | $234,185 |
Note payable - related party ,discount | $77,020 | $101,482 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 80,000,000 | 80,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 102,726,923 | 102,726,923 |
Common stock, shares outstanding | 102,726,923 | 102,726,923 |
Common stock, shares owed | 282,500 | 282,500 |
Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Preferred stock, shares owed | 92,750 | 92,750 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenue, net | $44,073 | $52,622 |
Cost of goods sold | -38,511 | -5,735 |
Gross profit | 5,562 | 46,887 |
Expenses: | ' | ' |
Advertising and marketing | 6,116 | 139,366 |
Depreciation | 3,510 | 2,455 |
Executive compensation | 34,200 | 109,804 |
General and administrative expenses | 113,821 | 183,543 |
Management fees - related party | ' | 272,287 |
Professional fees | 35,733 | 121,564 |
Salaries and wages | 69,671 | 189,212 |
Total expenses | 263,051 | 1,018,231 |
Loss before other expenses | -257,489 | -971,344 |
Other expenses: | ' | ' |
Interest expense | -164,369 | -19 |
Debt Forgiveness | 1,086 | ' |
Other Income (expense) | 457 | 1 |
Total other expenses | -162,825 | -18 |
Loss before provision for income taxes | -420,314 | -971,362 |
Provision for income taxes | ' | ' |
Net loss | ($420,314) | ($971,362) |
Weighted average number of common shares outstanding - basic | 102,995,767 | 100,695,641 |
Net loss per share - basic | $0 | ($0.01) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Operating activities | ' | ' |
Net loss | ($420,314) | ($971,362) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Depreciation | 3,509 | 2,455 |
Debt forgiveness | 1,086 | ' |
Interest expense due to discount amortization | 126,867 | ' |
Amortization of stock and warrants issued for prepaid expenses | ' | 64,310 |
Changes in operating assets and liabilities: | ' | ' |
Decrease (increase) in deposits and prepaid expenses | ' | -10,782 |
Decrease (increase) in accounts receivable | ' | -10,498 |
Decrease (increase) in merchant reserves | ' | ' |
Increase (decrease) in accounts payable | -33,403 | 119,374 |
Increase (decrease) in accrued liabilities | -11,362 | ' |
Increase (decrease) in deferred revenue | ' | 10,000 |
Increase in accrued interest | 37,502 | ' |
Net cash used by operating activities | -296,115 | -796,503 |
Investing activities: | ' | ' |
Purchase of fixed assets | 0 | -56,910 |
Net cash provided by investing activities | 0 | -56,910 |
Financing activities: | ' | ' |
Proceeds from Note receivable | 75,000 | ' |
Repayment of notes payable | -37,911 | -137,069 |
Proceeds from notes payable | 71,665 | 15,000 |
Repayment of notes payable - related parties | -14,567 | ' |
Proceeds from notes payable - related parties | 2,500 | 57,946 |
Proceeds from stock subscription receivables | 20,400 | ' |
Issuances of common stock | 37,000 | 511,000 |
Net cash provided by financing activities | 154,088 | 446,877 |
Net increase (decrease) in cash | -142,028 | -406,536 |
Cash - beginning of the period | 142,029 | 418,104 |
Cash - ending of the period | 1 | 11,568 |
Supplemental disclosures: | ' | ' |
Interest paid | 13,253 | ' |
Income taxes paid | ' | ' |
Non-cash transactions | ' | ' |
Warrants issued for services | ' | 697,045 |
Number of warrants issued in connection with Notes payable | $90,000 | ' |
Number of warrants issued for services | ' | 1,100,000 |
History_and_Organization
History and Organization | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
History and Organization | ' |
Note 1 - History and Organization | |
The Company was organized March 29, 2006 (Date of Inception) under the laws of the State of Nevada, as White Dental Supply, Inc. The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par value preferred stock. | |
On December 27, 2012, the Company formed a wholly owned subsidiary, Choice One Mobile, Inc., under the laws of the State of Nevada. | |
On December 27, 2012, the Company formed a wholly owned subsidiary, PITOOEY! Mobile, Inc., under the laws of the State of Nevada. | |
On January 7, 2013, the Board of Directors of the Company authorized and a majority of the stockholders of the Company ratified, by written consent, resolutions to change the name of the Company to PITOOEY!, Inc. and to increase the authorized number of shares of the Company to 400,000,000 shares of $0.001 par value common stock and 100,000,000 shares of $0.001 par value preferred stock. The name change and increase in authorized capital was effective with the State of Nevada February 7, 2013. | |
On February 6, 2013, the Company formed a wholly owned subsidiary, Rockstar Digital, Inc., under the laws of the State of Nevada. | |
On October 31, 2013, the Company, as part of its settlement agreement with the employees of Rockstar Digital (See Footnote 9 - Commitments and Contingencies), ceased operations of its wholly owned subsidiary, Rockstar Digital, Inc. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
Note 2 - Summary of Significant Accounting Policies | ||
Principles of consolidation | ||
For the periods ended in 2014, the consolidated financial statements include the accounts of PITOOEY! Inc., Choice One Mobile, Inc., and PITOOEY! Mobile, Inc. For the periods ended in 2013, the consolidated financial statements include the accounts of PITOOEY! Inc., Choice One Mobile, Inc., PITOOEY! Mobile, Inc. and Rockstar Digital, Inc. All significant intercompany balances and transactions have been eliminated. For 2014, PITOOEY!, Inc., Choice One Mobile, Inc., and PITOOEY! Mobile, Inc. will be collectively referred herein to as the “Company”. For 2013, PITOOEY!, Inc., Choice One Mobile, Inc., PITOOEY! Mobile, Inc. and Rockstar Digital, Inc. will be collectively referred herein to as the “Company”. | ||
Use of estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. | ||
Cash and cash equivalents | ||
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. | ||
Accounts receivable | ||
Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable, however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. | ||
Subscriptions receivable | ||
Once the Company receives a firm commitment from an investor to provide either a loan or an equity investment the Company records that commitment as a subscription receivable and a credit to the related liability or equity account. Subscription receivables for stock purchases are carried in the equity section. Subscription for Debentures are carried as Notes Receivable – current. Commitments are evidenced by signed Note or Stock Subscription agreements. | ||
Intangible assets | ||
Management regularly reviews property, equipment, intangibles and other long-lived assets for possible impairment. This review occurs quarterly, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, then management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Management believes that the accounting estimate related to impairment of its property and equipment, is a “critical accounting estimate” because: (1) it is highly susceptible to change from period to period because it requires management to estimate fair value, which is based on assumptions about cash flows and discount rates; and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as net income, could be material. Management’s assumptions about cash flows and discount rates require significant judgment because actual revenues and expenses have fluctuated in the past and are expected to continue to do so. | ||
The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company will commence amortization once the economic benefits of the assets began to be consumed. | ||
The Company reviews the carrying value of intangible assets for impairment whenever events and circumstances indicate that the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the fair value. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. During the years ended December 31, 2013 and 2012, there was no impairment necessary. | ||
Property and equipment | ||
Property and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: | ||
Computer equipment | 3 years | |
Furniture and Equipment | 5 years | |
The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as December 31, 2013 and 2012. Depreciation expense for the years ended December 31, 2013 and 2012 totaled $14,148 and $0, respectively. | ||
Revenue recognition | ||
The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. | ||
Sales related to long-term contracts for services (such as programming, website development and maintenance) extending over several years are accounted for under the percentage-of-completion method of accounting. Sales and earnings under these contracts are recorded based on the ratio of actual costs incurred to total estimated costs expected to be incurred related to the contract under the cost-to-cost method based budgeted milestones or tasks as designated per each contract. Anticipated losses on contracts are recognized in full in the period in which losses become probable and estimable. | ||
For all other sales of product or services the Company recognizes revenues based on the terms of the customer agreement. The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the product or service being sold and the sales price. If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized on the date of the customer agreement, invoice or purchase order. | ||
Merchant Reserves | ||
The Company processes sales through a third-party credit card merchant processor. A percentage of all sales is deducted and held by the merchant in a reserve account in the event of chargeback, refunds or customer voids. As of December 31, 2013 and 2012, there was $0 and $0 held in the merchant reserve account, respectively. | ||
Cost of Revenue | ||
The Company’s cost of revenue primarily consists of credit card processing fees, direct labor installation costs and client-specific dedicated Internet service costs. | ||
Stock-based compensation | ||
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | ||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | ||
Advertising and marketing costs | ||
The Company expenses all costs of advertising as incurred. During the year ended December 31, 2013 and 2012, advertising and marketing costs were $366,541 and $0, respectively. | ||
Loss per common share | ||
Net loss per share is provided in accordance with ASC Subtopic 260-10. The Company presents basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. | ||
Fair Value of Financial Instruments | ||
The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. | ||
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||
The three levels of the fair value hierarchy are described below: | ||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | ||
All values for the Company are based on Level 1 observations. | ||
Income Taxes | ||
The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. | ||
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. | ||
Dividends | ||
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception | ||
Recent pronouncements | ||
The Company has evaluated the recent accounting pronouncements through March 31, 2014, and believes that none of them will have a material effect on the Company’s financial position, results of operations or cash flows. |
Going_Concern
Going Concern | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
Note 3 - Going Concern | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has an accumulated deficit of $4,194,197 as of March 31, 2014, and had net sales of $37,349 during the three months ended March 31, 2014. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. The Company is currently conducting a private placement of its preferred stock to raise proceeds to finance its plan of operation. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. | |
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. |
Notes_Receivable
Notes Receivable | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Notes Receivable | ' | ||||||||
Note 4 - Notes Receivable | |||||||||
Notes receivable consist of receivables for commitments to invest for one Debenture purchase which had been committed to but not paid for as of December 31, 2013. | |||||||||
Detail on notes receivable is as follows: | |||||||||
March 31, | December 31, | ||||||||
Notes Receivable | 2014 | 2013 | |||||||
(audited) | |||||||||
Note payable | $ | — | $ | 75,000 | |||||
Total subscriptions receivable | $ | — | $ | 75,000 | |||||
This Note was non-interest bearing. |
Fixed_Assets
Fixed Assets | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Fixed assets: | ' | ||||||||
Fixed Assets | ' | ||||||||
Note 5 - Fixed Assets | |||||||||
Fixed assets consisted of the following at: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(audited) | |||||||||
Computer equipment | $ | 29,779 | $ | 29,778 | |||||
Furniture and equipment | 13,997 | 13,997 | |||||||
Fixed assets, total | 43,775 | 43,775 | |||||||
Less: accumulated depreciation | (17,657 | ) | (14,148 | ) | |||||
Fixed assets, net | $ | 26,118 | $ | 29,627 | |||||
Depreciation expenses for the three months ended March 31, 2014 and 2013 were $1,086 and $0, respectively. | |||||||||
Deferred_Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2014 | |
Revenue Recognition [Abstract] | ' |
Deferred Revenue | ' |
Note 6 - Deferred Revenue | |
As of March 31, 2014 and December 31, 2013, the Company had $0 and $0 in deferred revenue related to projects paid in advance of fulfillment. |
Accrued_Liabilities
Accrued Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
Note 7 – Accrued Liabilities | |||||||||
Accrued liabilities as of March 31, 2014 and December 31, 2013 consisted of: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued payroll | $ | 56,722 | $ | 47,622 | |||||
Accrued payroll taxes | 50,000 | 61,334 | |||||||
Executive compensation | 38,000 | 38,000 | |||||||
Accrued rent | 10,971 | — | |||||||
Deferred rent | 1,273 | 11,273 | |||||||
Accrued interest | 46,236 | 21,987 | |||||||
Other | 4,241 | — | |||||||
$ | 207,443 | $ | 180,217 | ||||||
Debt_and_Interest_Expense
Debt and Interest Expense | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Debt and Interest Expense | ' | |||||||||
Note 8 - Debt and Interest Expense | ||||||||||
On April 29, 2013, the Company entered into an Investment Agreement, in which an investor agreed to purchase debentures up to a total principal amount of $1,100,000. This commitment was increased to $2,000,000 based on an agreement modification entered into on December 2, 2013. Each debenture will accrue interest on the unpaid principal of each individual debenture at the rate of 8% per year from the date each Debenture is issued until paid. As of December 31, 2013, the principal balance owed on this loan is $443,441 plus accrued interest. As of March 31, 2014, the principal balance owed on this loan is $472,441 plus accrued interest. During the quarter ended March 31, 2014, a total of $10,023 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’s common stock. As of the date of these financial statements, no shares of common stock have been issued pursuant to the Agreement. | ||||||||||
Notes issued under this Investment Agreement are: | ||||||||||
Note | 2014 | |||||||||
Note | Issuance | Maturity | Interest | Balance | Interest | |||||
Amount | Date | Date | Rate | 3/31/14 | Expense | |||||
3,000 | 3/11/14 | 3/11/15 | 8.00% | 3,000 | 13 | |||||
1,000 | 3/7/14 | 3/7/15 | 8.00% | 1,000 | 5 | |||||
20,000 | 2/28/14 | 2/28/15 | 8.00% | 20,000 | 133 | |||||
5,000 | 2/19/14 | 2/19/15 | 8.00% | 5,000 | 44 | |||||
443,431 | 4/29/13 | 4/29/14 | 8.00% | 443,431 | 8,786 | |||||
472,431 | 472,431 | 10,023 | ||||||||
Convertible promissory notes issued to third parties: | ||||||||||
Note | 2014 | 2014 | Discount | |||||||
Note | Issuance | Maturity | Interest | Balance | Interest | Prepayment | Amount | |||
Amount | Date | Date | Rate | 3/31/14 | Expense | Penalty | 3/31/14 | |||
32,500 | 8/19/13 | 5/21/14 | 8% | - | 392 | 11,317 | ||||
32,500 | 10/7/13 | 7/9/14 | 8% | 32,500 | 650 | 6,018 | ||||
65,000 | 32,500 | 1,042 | 11,317 | 6,018 | ||||||
The convertible loans and accrued interest are due and payable in full on the maturity date. The notes are convertible into shares of the Company’s par value common stock at the later of (a) maturity or (b) prepayment prior to the maturity date at a variable conversion price calculated as 58% of the average of the lowest three trading prices during the ten trading days prior to the conversion date. Resultantly, a discount of 42% of the face value of the Note was attributed to the beneficial conversion feature of the note, which amounts are being amortized over the maturity periods. As of December 31, 2013, a total of $28,720 has been amortized and recorded as interest expense, leaving a balance of $16,430 in discounts related to the beneficial conversion feature of these notes. As of March 31, 2014, a total of $39,132 has been amortized and recorded as interest expense, leaving a balance of $6,018 in discounts related to the beneficial conversion feature of these notes. | ||||||||||
Debentures with warrants attached issued to third parties: | ||||||||||
Note | Warrant | Note | 2014 | Discount | ||||||
Note | Issuance | Interest | Warrants | Due | Expiration | Exercise | Balance | Interest | Net | |
Amount | Date | Rate | Attached | Date | Date | Price | 3/31/14 | Expense | 3/31/14 | |
2,500 | 2/24/14 | 8% | 5,000 | 2/24/15 | 2/24/17 | 0.5 | 2,500 | 19 | 1,802 | |
40,164 | 2/24/14 | 8% | 80,000 | 2/24/15 | 2/24/17 | 0.5 | 40,164 | 308 | 28,857 | |
75,000 | 12/30/13 | 8% | 150,000 | 12/30/14 | 12/30/16 | 0.5 | 75,000 | 1,500 | 72,913 | |
10,000 | 11/20/13 | 20% | 20,000 | 11/20/14 | 11/20/16 | 0.5 | 10,000 | 500 | 6,257 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 1,000 | 9,125 | |
10,000 | 10/24/13 | 20% | 20,000 | 10/24/14 | 10/24/16 | 0.5 | 10,000 | 500 | 4,562 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 1,000 | 9,125 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 1,000 | 9,125 | |
20,000 | 9/11/13 | 15% | 40,000 | 9/11/14 | 9/11/16 | 0.5 | 20,000 | 750 | 6,139 | |
100,000 | 7/29/13 | 8% | 200,000 | 7/29/14 | 7/29/16 | 0.5 | 100,000 | 2,000 | 24,653 | |
30,000 | 7/23/13 | 8% | 60,000 | 7/23/14 | 7/23/16 | 0.5 | 30,000 | 600 | 6,982 | |
347,664 | 695,000 | 347,664 | 9,177 | 179,540 | ||||||
As of March 31, 2014 and December 31, 2013, the principal balances owed on these loans is $347,664 and $305,000, respectively. Based on a valuation of the warrants using the Black-Sholes method, as of March 31, 2014 and December 31, 2013, discounts of $309,410 and $275,499, respectively, were attributed to the warrants being given in return for loans, which amount is being amortized over the respective twelve month maturity periods of the Notes. As of March 31, 2014 and December 31, 2013, a total of $129,870 and $57,743, respectively, has been amortized and recorded as interest expense, leaving a balance of $179,540 and $217,756, respectively, in discounts related to the attached warrants. | ||||||||||
Noninterest-bearing promissory notes issued to related parties: | ||||||||||
Note | ||||||||||
Note | Issuance | Maturity | Balance | |||||||
Amount | Date | Date | 3/31/14 | |||||||
10,000 | various | on demand | - | |||||||
6,231 | various | on demand | 6,231 | |||||||
12,323 | various | on demand | 9,242 | |||||||
23,329 | various | on demand | 23,329 | |||||||
74,315 | 10/31/13 | on demand | 72,956 | |||||||
126,198 | 111,759 | |||||||||
Debentures with warrants attached issued to related parties: | ||||||||||
Note | Warrant | Note | 2014 | Discount | ||||||
Note | Issuance | Interest | Warrants | Due | Expiration | Exercise | Balance | Interest | Net | |
Amount | Date | Rate | Attached | Date | Date | Price | 3/31/14 | Expense | 3/31/14 | |
2,500 | 2/24/14 | 8% | 5,000 | 2/24/15 | 2/24/17 | 0.5 | 2,500 | 19 | 1,802 | |
75,000 | 12/30/13 | 8% | 150,000 | 12/30/14 | 12/30/16 | 0.5 | 75,000 | 1,500 | 72,913 | |
10,127 | 7/22/13 | 8% | 20,000 | 7/22/14 | 7/22/16 | 0.5 | 10,000 | 200 | 2,305 | |
87,627 | 175,000 | 87,500 | 1,719 | 77,020 | ||||||
As of March 31, 2014 and December 31, 2013, the principal balances owed on these loans is $87,500 and $85,000, respectively. Based on a valuation of the warrants using the Black-Sholes method, as of March 31, 2014 and December 31, 2013, discounts of $107,048 and $105,055, respectively, were attributed to the warrants being given in return for loans, which amount is being amortized over the respective twelve month maturity periods of the Notes. As of March 31, 2014 and December 31, 2013, a total of $30,028 and $3,573, respectively, has been amortized and recorded as interest expense, leaving a balance of $77,020 and $101,482, respectively, in discounts related to the attached warrants. | ||||||||||
Other promissory notes issued: | ||||||||||
Note | 2014 | |||||||||
Note | Issuance | Maturity | Interest | Balance | Interest | |||||
Amount | Date | Date | Rate | 3/31/14 | Expense | |||||
50,000* | 4/8/13 | 5/31/14 | 10% | 23,367 | 672 | |||||
8,000 | various | 2/28/13 | 0% | 8,000 | - | |||||
8,000 | 31,367 | |||||||||
* Shareholder - payments of principal and interest due at the end of each month | ||||||||||
The securities were issued without registration in reliance on the exemption from registration in section 4(a)(2) of the Securities Act of 1933 because the offer and sale was made only to accredited investors as defined in Rule 501 of Regulation D without general solicitation or advertising; and the purchasers given access to information about our business and the opportunity to ask questions and receive answers about our business prior to making any investment decision. | ||||||||||
For the quarter ended March 31, 2014 no executive salaries were deferred. During the year ended December 31, 2013, two of the Company’s officers had been deferring salaries earned. As of March 31, 2014 and December 31, 2013, the Company has accrued executive compensation to these two officers totaling $38,000. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Note 9 - Commitments and Contingencies | ||||
Office Facility Lease - The Company leases its office facility under an operating lease agreement that expires May 31, 2016. The Company recognizes rent expense on a straight-line basis over the lease period. | ||||
Equipment Lease - The Company has leases on two pieces of equipment under an operating lease that expires April 28, 2016. The Company recognizes rent expense on a straight-line basis over the lease period. | ||||
Rental expense was $17,753 for the three months ended March 31, 2014 and $25,765 for the same period ended March 31, 2013. | ||||
The Company’s minimum payments under non-cancelable operating leases for equipment and office space having initial terms in excess of one year are as follows at March 31, 2014: | ||||
Year Ending | Operating | |||
December 31, | Leases | |||
2014 | $ | 49,100 | ||
2015 | 49,100 | |||
2016 | 1,200 | |||
Thereafter | 0 | |||
Total minimum lease payments | $ | 99,400 | ||
On March 18, 2013, the Company received a lawsuit brought by a former employee who claimed wrongful discharge and requesting payment of $282,692 in base salary and payment for 3,975,000 shares of the Company’s common stock that he was awarded a part of his employment agreement. The Company is attempting to recover these shares based on its determination that the employee was terminated for cause. On December 23, 2013, the Company commenced litigation against the claimant for defamation, intentional interference with prospective business relations, misappropriation of trade secrets, civil conspiracy, and seeking an injunction against harassment. The claimant responded to the complaint by filing a motion to dismiss dated March 17, 2014. Although the claimant has made no formal, legal claims against the Company, it is anticipated that he may make one or more of his previously-threatened claims as a counterclaim in the case. To the extent the claims are based on his previous allegations, the Company views them as frivolous and unsupported and, therefore, has made no accrual provisions for potential losses. | ||||
On October 31, 2013, the Company entered into a settlement agreement with certain former employees to assume responsibility for certain payroll taxes of Rockstar Digital, Inc. (“Rockstar”) and assign its ownership of Mobile Application and Transition Services intellectual property rights to Rockstar. In addition, the Company agreed to not assert a claim against certain computer equipment (cost of $28,307) in use at Rockstar. . The Company agreed to assume liability for any payroll taxes owed on payroll paid by the Company on behalf of Rockstar’s employees. The Company estimated this liability at $30,000 which they have recorded in accrued liabilities. |
Income_Taxes
Income Taxes | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
Note 10 - Income Taxes | |||||||||
For the three months ended March 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 March 31, 2014 and December 31, 2013, the Company had approximately $1,573,817 and $1,419,890 of federal net operating losses, respectively. At March 31, 2014 and December 31, 2013, the Company had approximately $4,022,156 and $3,589,530 of state net operating losses, respectively. The federal net operating loss carryforwards, if not utilized, will begin to expire in 2027. The state net operating loss carryforwards, have started to expire. The provision for income taxes consisted of the following components as of March31, 2014 and December 31, 2013: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 1,580,716 | $ | 1,419,890 | |||||
Valuation allowance | (1,580,716 | ) | (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 March 31, 2014 and December 31, 2013, and recorded a full valuation allowance. | |||||||||
Reconciliation between the statutory and the effective rate is as follows: | |||||||||
2014 | 2013 | ||||||||
Federal statutory tax rate | (34.0 | )% | (34.0 | )% | |||||
State statutory tax rate | (6.97 | )% | (6.97 | )% | |||||
Permanent difference and other | 34 | % | 34 | % | |||||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
Note 11 - Stockholders’ Equity | |
The Company is authorized to issue 400,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par value preferred stock. | |
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. | |
Warrants_and_Options
Warrants and Options | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Warrants and Options | ' | |||||||
Note 12 - Warrants and Options | ||||||||
Warrants issued in the quarter ended March 31, 2014: | ||||||||
Debenture | Warrant | |||||||
Issuance | Associated | Expiration | Exercise | |||||
Date | Warrants | Date | Price | |||||
2/24/14 | 5,000 | 2/24/17 | 0.5 | |||||
2/24/14 | 5,000 | 2/24/17 | 0.5 | |||||
2/24/14 | 80,000 | 2/24/17 | 0.5 | |||||
90,000 | ||||||||
See “Note 8 - Debt and Interest Expense” for additional discussion regarding warrants issued in connection with debenture issuances. | ||||||||
The following is a summary of the status of all of the Company’s stock warrants as of March 31, 2014. | ||||||||
WARRANTS OUTSTANDING | ||||||||
Weighted-Average | ||||||||
Number of | Remaining | Weighted- | ||||||
Range of | Shares | Contractual | Average | |||||
Exercise Price | Outstanding | Life in Years | Exercise Price | |||||
$ 0.50 - $1.75 | 1,970,000 | 1.29 | $ | 0.97 | ||||
1,970,000 | 1.29 | $ | 0.97 | |||||
The following tables summarize information about warrants outstanding and exercisable at March 31, 2014: | ||||||||
WARRANTS EXERCISABLE | ||||||||
Number of | Weighted- | |||||||
Range of | Shares | Average | ||||||
Exercise Price | Exercisable | Exercise Price | ||||||
$ 0.50 - $1.75 | 1,970,000 | $ | 0.97 | |||||
1,970,000 | $ | 0.97 | ||||||
Agreements
Agreements | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Agreements | ' |
Note 13 - 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 from 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 to complete the purchase of this intellectual property and but has not yet made payments against this Note. The Company does not yet own this intellectual property and is delinquent on payment of this Note. | |
On April 17, 2014 effective May 1, 2014, the Company entered into an agreement with Innovative Holdings to design and develop the Company’s 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 Company’s common stock. | |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 14 - Related Party Transactions | |
During the year ended December 31, 2013, two of the Company’s officers have been deferring salaries earned. As of December 31, 2013, the Company has accrued executive compensation to these two officers totaling $38,000. This amount remains outstanding as of March 31, 2014. | |
On February 24, 2014, the Company issued a debenture to a related party for $2,500, paying 8% interest. The debenture included 5,000 warrants exercisable until February 24, 2017 at an exercise price of $0.50 per share. | |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Subsequent Events [Abstract] | ' | ||||||
Subsequent Events | ' | ||||||
Note 15 - Subsequent Events | |||||||
The following debenture, with warrants attached, were issued to a third party: | |||||||
Note | Warrant | ||||||
Note | Issuance | Interest | Warrants | Due | Expiration | Exercise | |
Amount | Date | Rate | Attached | Date | Date | Price | |
20,000 | 4/22/14 | 10% | 40,000 | 4/22/15 | 4/22/17 | 0.5 | |
The securities were issued without registration in reliance on the exemption from registration in section 4(a)(2) of the Securities Act of 1933 because the offer and sale was made only to accredited investors as defined in Rule 501 of Regulation D without general solicitation or advertising; and the purchasers given access to information about our business and the opportunity to ask questions and receive answers about our business prior to making any investment decision. | |||||||
The Company’s Management has reviewed all other material events through the date of this report in accordance with ASC 855-10, and believes there are no further material subsequent events to report. | |||||||
On April 17, 2014, effective May 1, 2014, the Company entered into an agreement with Innovative Holdings to design and develop the Company’s 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 Company’s common stock. | |||||||
On April 22, 2014, Richard Hybner was appointed Chief Executive Officer of the Company. Jacob DiMartino, Founder, will remain with the Company as President, Chief Financial Officer, and Principal Accounting Officer. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Principles of Consolidation | ' | |
Principles of consolidation | ||
For the periods ended in 2014, the consolidated financial statements include the accounts of PITOOEY! Inc., Choice One Mobile, Inc., and PITOOEY! Mobile, Inc. For the periods ended in 2013, the consolidated financial statements include the accounts of PITOOEY! Inc., Choice One Mobile, Inc., PITOOEY! Mobile, Inc. and Rockstar Digital, Inc. All significant intercompany balances and transactions have been eliminated. For 2014, PITOOEY!, Inc., Choice One Mobile, Inc., and PITOOEY! Mobile, Inc. will be collectively referred herein to as the “Company”. For 2013, PITOOEY!, Inc., Choice One Mobile, Inc., PITOOEY! Mobile, Inc. and Rockstar Digital, Inc. will be collectively referred herein to as the “Company”. | ||
Use of estimates | ' | |
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 | ' | |
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 | ||
Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable, however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. | ||
Subscriptions receivable | ' | |
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. | ||
Intangible assets | ' | |
Intangible assets | ||
Management regularly reviews property, equipment, intangibles and other long-lived assets for possible impairment. This review occurs quarterly, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, then management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Management believes that the accounting estimate related to impairment of its property and equipment, is a “critical accounting estimate” because: (1) it is highly susceptible to change from period to period because it requires management to estimate fair value, which is based on assumptions about cash flows and discount rates; and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as net income, could be material. Management’s assumptions about cash flows and discount rates require significant judgment because actual revenues and expenses have fluctuated in the past and are expected to continue to do so. | ||
The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company will commence amortization once the economic benefits of the assets began to be consumed. | ||
The Company reviews the carrying value of intangible assets for impairment whenever events and circumstances indicate that the carrying value may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the fair value. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. During the years ended December 31, 2013 and 2012, there was no impairment necessary. | ||
Property and equipment | ' | |
Property and equipment | ||
Property and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: | ||
Computer equipment | 3 years | |
Furniture and Equipment | 5 years | |
The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as December 31, 2013 and 2012. Depreciation expense for the years ended December 31, 2013 and 2012 totaled $14,148 and $0, respectively. | ||
Revenue recognition | ' | |
Revenue recognition | ||
The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable. | ||
Sales related to long-term contracts for services (such as programming, website development and maintenance) extending over several years are accounted for under the percentage-of-completion method of accounting. Sales and earnings under these contracts are recorded based on the ratio of actual costs incurred to total estimated costs expected to be incurred related to the contract under the cost-to-cost method based budgeted milestones or tasks as designated per each contract. Anticipated losses on contracts are recognized in full in the period in which losses become probable and estimable. | ||
For all other sales of product or services the Company recognizes revenues based on the terms of the customer agreement. The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the product or service being sold and the sales price. If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized on the date of the customer agreement, invoice or purchase order. | ||
Merchant Reserves | ' | |
Merchant Reserves | ||
The Company processes sales through a third-party credit card merchant processor. A percentage of all sales is deducted and held by the merchant in a reserve account in the event of chargeback, refunds or customer voids. As of December 31, 2013 and 2012, there was $0 and $0 held in the merchant reserve account, respectively. | ||
Cost of Revenue | ' | |
Cost of Revenue | ||
The Company’s cost of revenue primarily consists of credit card processing fees, direct labor installation costs and client-specific dedicated Internet service costs. | ||
Stock-based compensation | ' | |
Stock-based compensation | ||
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | ||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | ||
Advertising and marketing costs | ' | |
Advertising and marketing costs | ||
The Company expenses all costs of advertising as incurred. During the year ended December 31, 2013 and 2012, advertising and marketing costs were $366,541 and $0, respectively. | ||
Loss per common share | ' | |
Loss per common share | ||
Net loss per share is provided in accordance with ASC Subtopic 260-10. The Company presents basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. | ||
Fair Value of Financial Instruments | ' | |
Fair Value of Financial Instruments | ||
The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. | ||
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||
The three levels of the fair value hierarchy are described below: | ||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | ||
All values for the Company are based on Level 1 observations. | ||
Income Taxes | ' | |
Income Taxes | ||
The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. | ||
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. | ||
Dividends | ' | |
Dividends | ||
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception | ||
Recent pronouncements | ' | |
Recent pronouncements | ||
The Company has evaluated the recent accounting pronouncements through March 31, 2014, and believes that none of them will have a material effect on the Company’s financial position, results of operations or cash flows. |
Notes_Receivable_Tables
Notes Receivable (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Notes Receivable | ' | ||||||||
March 31, | December 31, | ||||||||
Notes Receivable | 2014 | 2013 | |||||||
(audited) | |||||||||
Note payable | $ | — | $ | 75,000 | |||||
Total subscriptions receivable | $ | — | $ | 75,000 | |||||
Fixed_Assets_Tables
Fixed Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Fixed assets: | ' | ||||||||
Fixed Assets | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
(audited) | |||||||||
Computer equipment | $ | 29,779 | $ | 29,778 | |||||
Furniture and equipment | 13,997 | 13,997 | |||||||
Fixed assets, total | 43,775 | 43,775 | |||||||
Less: accumulated depreciation | (17,657 | ) | (14,148 | ) | |||||
Fixed assets, net | $ | 26,118 | $ | 29,627 | |||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accrued Liablities | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued payroll | $ | 56,722 | $ | 47,622 | |||||
Accrued payroll taxes | 50,000 | 61,334 | |||||||
Executive compensation | 38,000 | 38,000 | |||||||
Accrued rent | 10,971 | — | |||||||
Deferred rent | 1,273 | 11,273 | |||||||
Accrued interest | 46,236 | 21,987 | |||||||
Other | 4,241 | — | |||||||
$ | 207,443 | $ | 180,217 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Minimum Payments | ' | |||
Year Ending | Operating | |||
December 31, | Leases | |||
2014 | $ | 49,100 | ||
2015 | 49,100 | |||
2016 | 1,200 | |||
Thereafter | 0 | |||
Total minimum lease payments | $ | 99,400 |
Debt_and_Interest_Expense_Tabl
Debt and Interest Expense (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Investement Agreement | ' | |||||||||
Note | 2014 | |||||||||
Note | Issuance | Maturity | Interest | Balance | Interest | |||||
Amount | Date | Date | Rate | 3/31/14 | Expense | |||||
3,000 | 3/11/14 | 3/11/15 | 8.00% | 3,000 | 13 | |||||
1,000 | 3/7/14 | 3/7/15 | 8.00% | 1,000 | 5 | |||||
20,000 | 2/28/14 | 2/28/15 | 8.00% | 20,000 | 133 | |||||
5,000 | 2/19/14 | 2/19/15 | 8.00% | 5,000 | 44 | |||||
443,431 | 4/29/13 | 4/29/14 | 8.00% | 443,431 | 8,786 | |||||
472,431 | 472,431 | 10,023 | ||||||||
Convertible Promissory Notes Issued | ' | |||||||||
Note | 2014 | 2014 | Discount | |||||||
Note | Issuance | Maturity | Interest | Balance | Interest | Prepayment | Amount | |||
Amount | Date | Date | Rate | 3/31/14 | Expense | Penalty | 3/31/14 | |||
32,500 | 8/19/13 | 5/21/14 | 8% | - | 392 | 11,317 | ||||
32,500 | 10/7/13 | 7/9/14 | 8% | 32,500 | 650 | 6,018 | ||||
65,000 | 32,500 | 1,042 | 11,317 | 6,018 | ||||||
Debentures with Warrants | ' | |||||||||
Note | Warrant | Note | 2014 | Discount | ||||||
Note | Issuance | Interest | Warrants | Due | Expiration | Exercise | Balance | Interest | Net | |
Amount | Date | Rate | Attached | Date | Date | Price | 3/31/14 | Expense | 3/31/14 | |
2,500 | 2/24/14 | 8% | 5,000 | 2/24/15 | 2/24/17 | 0.5 | 2,500 | 19 | 1,802 | |
40,164 | 2/24/14 | 8% | 80,000 | 2/24/15 | 2/24/17 | 0.5 | 40,164 | 308 | 28,857 | |
75,000 | 12/30/13 | 8% | 150,000 | 12/30/14 | 12/30/16 | 0.5 | 75,000 | 1,500 | 72,913 | |
10,000 | 11/20/13 | 20% | 20,000 | 11/20/14 | 11/20/16 | 0.5 | 10,000 | 500 | 6,257 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 1,000 | 9,125 | |
10,000 | 10/24/13 | 20% | 20,000 | 10/24/14 | 10/24/16 | 0.5 | 10,000 | 500 | 4,562 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 1,000 | 9,125 | |
20,000 | 10/24/13 | 20% | 40,000 | 10/24/14 | 10/24/16 | 0.5 | 20,000 | 1,000 | 9,125 | |
20,000 | 9/11/13 | 15% | 40,000 | 9/11/14 | 9/11/16 | 0.5 | 20,000 | 750 | 6,139 | |
100,000 | 7/29/13 | 8% | 200,000 | 7/29/14 | 7/29/16 | 0.5 | 100,000 | 2,000 | 24,653 | |
30,000 | 7/23/13 | 8% | 60,000 | 7/23/14 | 7/23/16 | 0.5 | 30,000 | 600 | 6,982 | |
347,664 | 695,000 | 347,664 | 9,177 | 179,540 | ||||||
Noninterest-bearing Promissory Notes Issued to Related Parties | ' | |||||||||
Note | ||||||||||
Note | Issuance | Maturity | Balance | |||||||
Amount | Date | Date | 3/31/14 | |||||||
10,000 | various | on demand | - | |||||||
6,231 | various | on demand | 6,231 | |||||||
12,323 | various | on demand | 9,242 | |||||||
23,329 | various | on demand | 23,329 | |||||||
74,315 | 10/31/13 | on demand | 72,956 | |||||||
126,198 | 111,759 | |||||||||
Debentures with warrants | ' | |||||||||
Note | Warrant | Note | 2014 | Discount | ||||||
Note | Issuance | Interest | Warrants | Due | Expiration | Exercise | Balance | Interest | Net | |
Amount | Date | Rate | Attached | Date | Date | Price | 3/31/14 | Expense | 3/31/14 | |
2,500 | 2/24/14 | 8% | 5,000 | 2/24/15 | 2/24/17 | 0.5 | 2,500 | 19 | 1,802 | |
75,000 | 12/30/13 | 8% | 150,000 | 12/30/14 | 12/30/16 | 0.5 | 75,000 | 1,500 | 72,913 | |
10,127 | 7/22/13 | 8% | 20,000 | 7/22/14 | 7/22/16 | 0.5 | 10,000 | 200 | 2,305 | |
87,627 | 175,000 | 87,500 | 1,719 | 77,020 | ||||||
Other Promissory Notes Issued | ' | |||||||||
Note | 2014 | |||||||||
Note | Issuance | Maturity | Interest | Balance | Interest | |||||
Amount | Date | Date | Rate | 3/31/14 | Expense | |||||
50,000* | 4/8/13 | 5/31/14 | 10% | 23,367 | 672 | |||||
8,000 | various | 2/28/13 | 0% | 8,000 | - | |||||
8,000 | 31,367 | |||||||||
* Shareholder - payments of principal and interest due at the end of each month |
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Deferred Tax Assets | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 1,580,716 | $ | 1,419,890 | |||||
Valuation allowance | (1,580,716 | ) | (1,419,890 | ) | |||||
Total deferred tax assets | $ | — | $ | — | |||||
Statutory tax reconciliation | ' | ||||||||
2014 | 2013 | ||||||||
Federal statutory tax rate | (34.0 | )% | (34.0 | )% | |||||
State statutory tax rate | (6.97 | )% | (6.97 | )% | |||||
Permanent difference and other | 34 | % | 34 | % |
Warrants_and_Options_Tables
Warrants and Options (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Warrants issued | ' | |||||||
Debenture | Warrant | |||||||
Issuance | Associated | Expiration | Exercise | |||||
Date | Warrants | Date | Price | |||||
2/24/14 | 5,000 | 2/24/17 | 0.5 | |||||
2/24/14 | 5,000 | 2/24/17 | 0.5 | |||||
2/24/14 | 80,000 | 2/24/17 | 0.5 | |||||
90,000 | ||||||||
Warrants outstanding | ' | |||||||
WARRANTS OUTSTANDING | ||||||||
Weighted-Average | ||||||||
Number of | Remaining | Weighted- | ||||||
Range of | Shares | Contractual | Average | |||||
Exercise Price | Outstanding | Life in Years | Exercise Price | |||||
$ 0.50 - $1.75 | 1,970,000 | 1.29 | $ | 0.97 | ||||
1,970,000 | 1.29 | $ | 0.97 | |||||
The following tables summarize information about warrants outstanding and exercisable at March 31, 2014: | ||||||||
WARRANTS EXERCISABLE | ||||||||
Number of | Weighted- | |||||||
Range of | Shares | Average | ||||||
Exercise Price | Exercisable | Exercise Price | ||||||
$ 0.50 - $1.75 | 1,970,000 | $ | 0.97 | |||||
1,970,000 | $ | 0.97 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Subsequent Events [Abstract] | ' | ||||||
Subsequent Events | ' | ||||||
Note | Warrant | ||||||
Note | Issuance | Interest | Warrants | Due | Expiration | Exercise | |
Amount | Date | Rate | Attached | Date | Date | Price | |
20,000 | 4/22/14 | 10% | 40,000 | 4/22/15 | 4/22/17 | 0.5 |
History_and_Organization_Detai
History and Organization (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 29, 2006 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Common shares authorized to be issued | 400,000,000 | 400,000,000 | 100,000,000 |
Par value of common stock | $0.00 | $0.00 | $0.00 |
Preferred shares authorized to be issued | 100,000,000 | ' | 100,000,000 |
Par value of preferred stock | $0.00 | $0.00 | $0.00 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Property and Equipment, Policy (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Depreciation expense | $3,510 | $2,455 | $14,148 | $0 |
Furniture and Fixtures | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' | ' |
Computer Equipment | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Advertising and Marketing Costs, Policy (Details) (USD $) | 3 Months Ended | 12 Months Ended | 93 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Text Block [Abstract] | ' | ' | ' | ' |
Advertising and marketing costs | $6,116 | $139,366 | $366,541 | $366,541 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Accumulated Deficit | ($4,194,197) | ($3,773,884) |
Net Sales | $37,349 | ' |
Notes_Receivable_Notes_Receiva
Notes Receivable - Notes Receivable (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Receivables [Abstract] | ' | ' |
Note payable | ' | $75,000 |
Total subscriptions receivable | ' | $75,000 |
Fixed_Assets_Details
Fixed Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment, Gross | $43,775 | $43,775 |
(Less) Accumulated depreciation | -17,657 | -14,148 |
Fixed Assets, Net (total) | 26,118 | 29,627 |
Computer Equipment | ' | ' |
Property, Plant and Equipment, Gross | 29,779 | 29,778 |
Furniture and Fixtures | ' | ' |
Property, Plant and Equipment, Gross | $13,997 | $13,997 |
Fixed_Assets_Details_Narrative
Fixed Assets (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Fixed assets: | ' | ' |
Depreciation Expense | $1,086 | ' |
Accrued_Liabilities_Note_Sched
Accrued Liabilities, Note: Schedule of Accrued Liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accrued liabilities | $207,443 | $180,217 |
Accrued payroll | ' | ' |
Accrued liabilities | 56,722 | 47,662 |
Accrued payroll taxes | ' | ' |
Accrued liabilities | 50,000 | 61,334 |
Executive compensation {1} | ' | ' |
Accrued liabilities | 38,000 | 38,000 |
Deferred rent | ' | ' |
Accrued liabilities | 1,273 | 11,273 |
Accrued Interest | ' | ' |
Accrued liabilities | 46,236 | 21,987 |
Accured Rent | ' | ' |
Accrued liabilities | 10,971 | ' |
Other | ' | ' |
Accrued liabilities | $4,241 | ' |
Debt_and_Interest_Expense_Deta
Debt and Interest Expense (Details Narrative) (Investment Agreement, USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2013 | Apr. 29, 2013 | |
Investment Agreement | ' | ' | ' |
Debenture commitment | $2,000,000 | ' | $1,100,000 |
Interest rate per annum | 8.00% | ' | ' |
Balance owed | 472,441 | 443,441 | ' |
Interest expense recorded | 10,023 | ' | ' |
Common stock available for sale, value | $25,000,000 | ' | ' |
Debt_and_Interest_Expense_Inve
Debt and Interest Expense - Investment Agreement (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Investment Agreement | ' | ' |
Note Issued | $472,431 | ' |
Interest rate per annum | 8.00% | ' |
Balance owed | 472,441 | 443,441 |
Interest expense recorded | 10,023 | ' |
Investment Agreement, April 29, 2013 | ' | ' |
Note Issued | 443,431 | ' |
Issuance Date | 29-Apr-13 | ' |
Maturity date | 29-Apr-14 | ' |
Interest rate per annum | 8.00% | ' |
Balance owed | 443,431 | ' |
Interest expense recorded | 8,786 | ' |
Investment Agreement, February 19, 2014 | ' | ' |
Note Issued | 5,000 | ' |
Issuance Date | 19-Feb-14 | ' |
Maturity date | 19-Feb-15 | ' |
Interest rate per annum | 8.00% | ' |
Balance owed | 5,000 | ' |
Interest expense recorded | 44 | ' |
Investment Agreement, February 28, 2014 | ' | ' |
Note Issued | 20,000 | ' |
Issuance Date | 28-Feb-14 | ' |
Maturity date | 28-Feb-15 | ' |
Interest rate per annum | 8.00% | ' |
Balance owed | 20,000 | ' |
Interest expense recorded | 133 | ' |
Investment Agreement, March 11, 2014 | ' | ' |
Note Issued | 3,000 | ' |
Issuance Date | 11-Mar-14 | ' |
Maturity date | 11-Mar-15 | ' |
Interest rate per annum | 8.00% | ' |
Balance owed | 3,000 | ' |
Interest expense recorded | 13 | ' |
Investment Agreement, March 7, 2014 | ' | ' |
Note Issued | 1,000 | ' |
Issuance Date | 7-Mar-14 | ' |
Maturity date | 7-Mar-15 | ' |
Interest rate per annum | 8.00% | ' |
Balance owed | 1,000 | ' |
Interest expense recorded | $5 | ' |
Debt_and_Interest_Expense_Conv
Debt and Interest Expense - Convertible Promissory Notes Issued (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Convertible Promissory Note, August 19, 2013 | ' | ' |
Proceeds from convertible debt | $32,500 | ' |
Interest rate per annum | 8.00% | ' |
Interest expense recorded | 392 | ' |
Prepayment Penalty | 11,317 | ' |
Convertible Promissory Note, October 7, 2013 | ' | ' |
Proceeds from convertible debt | 32,500 | ' |
Interest rate per annum | 8.00% | ' |
Interest expense recorded | 650 | ' |
Debt discount amount | 6,018 | ' |
Convertible note balance | 32,500 | ' |
Convertible Promissory Note | ' | ' |
Proceeds from convertible debt | 65,000 | ' |
Interest expense recorded | 1,042 | ' |
Prepayment Penalty | 11,317 | ' |
Debt discount amount | 6,018 | ' |
Convertible note balance | 32,500 | ' |
Convertible Promissory Note | ' | ' |
Interest expense recorded | 38,132 | 28,720 |
Debt discount net | $6,018 | $16,430 |
Debt_and_Interest_Expense_Debe
Debt and Interest Expense - Debentures with Warrants (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Exercise price | 0.5 | ' |
Debentures with warrants attached | ' | ' |
Proceeds from debentures with warrants | $347,664 | ' |
Warrants Attached | 695,000 | ' |
Debenture balance | 347,664 | 305,000 |
Interest expense recorded | 9,177 | ' |
Debt discount amount | 179,540 | ' |
Exercise price | 0.5 | ' |
Debentures with warrants attached | Black-Sholes Method | ' | ' |
Interest expense recorded | 129,870 | 57,743 |
Debt discount amount | 309,410 | 275,499 |
Debt discount net | 179,540 | 217,756 |
Debentures with warrants attached, July 23, 2013 | ' | ' |
Proceeds from debentures with warrants | 30,000 | ' |
Issuance Date | 23-Jul-13 | ' |
Maturity date | 23-Jul-14 | ' |
Interest rate per annum | 8.00% | ' |
Warrants Attached | 60,000 | ' |
Debenture balance | 30,000 | ' |
Interest expense recorded | 600 | ' |
Debt discount amount | 6,982 | ' |
Debentures with warrants attached, July 29, 2013 | ' | ' |
Proceeds from debentures with warrants | 100,000 | ' |
Issuance Date | 29-Jul-13 | ' |
Maturity date | 29-Jul-14 | ' |
Interest rate per annum | 8.00% | ' |
Warrants Attached | 200,000 | ' |
Debenture balance | 100,000 | ' |
Interest expense recorded | 2,000 | ' |
Debt discount amount | 24,653 | ' |
Debentures with warrants attached, September 11, 2013 | ' | ' |
Proceeds from debentures with warrants | 20,000 | ' |
Issuance Date | 11-Sep-13 | ' |
Maturity date | 11-Sep-14 | ' |
Interest rate per annum | 15.00% | ' |
Warrants Attached | 40,000 | ' |
Debenture balance | 20,000 | ' |
Interest expense recorded | 750 | ' |
Debt discount amount | 6,139 | ' |
Debentures with warrants attached, October 24, 2013 (1) | ' | ' |
Proceeds from debentures with warrants | 20,000 | ' |
Issuance Date | 24-Oct-13 | ' |
Maturity date | 24-Oct-14 | ' |
Interest rate per annum | 20.00% | ' |
Warrants Attached | 40,000 | ' |
Debenture balance | 20,000 | ' |
Interest expense recorded | 1,000 | ' |
Debt discount amount | 9,125 | ' |
Debentures with warrants attached, October 24, 2013 (2) | ' | ' |
Proceeds from debentures with warrants | 20,000 | ' |
Issuance Date | 24-Oct-13 | ' |
Maturity date | 24-Oct-14 | ' |
Interest rate per annum | 20.00% | ' |
Warrants Attached | 40,000 | ' |
Debenture balance | 20,000 | ' |
Interest expense recorded | 1,000 | ' |
Debt discount amount | 9,125 | ' |
Debentures with warrants attached, October 24, 2013 (3) | ' | ' |
Proceeds from debentures with warrants | 10,000 | ' |
Issuance Date | 24-Oct-13 | ' |
Maturity date | 24-Oct-14 | ' |
Interest rate per annum | 20.00% | ' |
Warrants Attached | 20,000 | ' |
Debenture balance | 10,000 | ' |
Interest expense recorded | 500 | ' |
Debt discount amount | 4,562 | ' |
Debentures with warrants attached, October 24, 2013 (4) | ' | ' |
Proceeds from debentures with warrants | 20,000 | ' |
Issuance Date | 24-Oct-13 | ' |
Maturity date | 24-Oct-14 | ' |
Interest rate per annum | 20.00% | ' |
Warrants Attached | 40,000 | ' |
Debenture balance | 20,000 | ' |
Interest expense recorded | 1,000 | ' |
Debt discount amount | 4,562 | ' |
Debentures with warrants attached, November 20, 2013 | ' | ' |
Proceeds from debentures with warrants | 10,000 | ' |
Issuance Date | 20-Nov-13 | ' |
Maturity date | 20-Nov-14 | ' |
Interest rate per annum | 20.00% | ' |
Warrants Attached | 20,000 | ' |
Debenture balance | 10,000 | ' |
Interest expense recorded | 500 | ' |
Debt discount amount | 6,257 | ' |
Debentures with warrants attached, December 30, 2013 | ' | ' |
Proceeds from debentures with warrants | 75,000 | ' |
Issuance Date | 30-Dec-13 | ' |
Maturity date | 30-Dec-14 | ' |
Interest rate per annum | 8.00% | ' |
Warrants Attached | 150,000 | ' |
Debenture balance | 75,000 | ' |
Interest expense recorded | 1,500 | ' |
Debt discount amount | 72,913 | ' |
Debentures with warrants attached, February 24, 2014 (1) | ' | ' |
Proceeds from debentures with warrants | 40,164 | ' |
Issuance Date | 24-Feb-14 | ' |
Maturity date | 24-Feb-15 | ' |
Interest rate per annum | 8.00% | ' |
Warrants Attached | 80,000 | ' |
Debenture balance | 40,164 | ' |
Interest expense recorded | 308 | ' |
Debt discount amount | 28,857 | ' |
Debentures with warrants attached, February 24, 2014 (2) | ' | ' |
Proceeds from debentures with warrants | 2,500 | ' |
Issuance Date | 24-Feb-14 | ' |
Maturity date | 24-Feb-15 | ' |
Interest rate per annum | 8.00% | ' |
Warrants Attached | 5,000 | ' |
Debenture balance | 2,500 | ' |
Interest expense recorded | 19 | ' |
Debt discount amount | $1,802 | ' |
Debt_and_Interest_Expense_Noni
Debt and Interest Expense - Noninterest-bearing Promissory Notes Issued to Related Parties (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Non-interest bearing promissory note | ' |
Proceeds from related party note | $126,198 |
Balance owed | 111,759 |
Non-interest bearing promissory note #1 | ' |
Proceeds from related party note | 10,000 |
Balance owed | ' |
Non-interest bearing promissory note #2 | ' |
Proceeds from related party note | 6,231 |
Balance owed | 6,231 |
Non-interest bearing promissory note #3 | ' |
Proceeds from related party note | 12,323 |
Balance owed | 9,242 |
Non-interest bearing promissory note #4 | ' |
Proceeds from related party note | 23,329 |
Balance owed | 23,329 |
Non-interest bearing promissory note #5 | ' |
Proceeds from related party note | 74,315 |
Issuance Date | 31-Oct-13 |
Balance owed | $72,956 |
Debt_and_Interest_Expense_Debe1
Debt and Interest Expense - Debentures with warrants issued to related parties (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Exercise price | 0.5 | ' |
Debentures with warrants attached to related parties | ' | ' |
Proceeds from debentures with warrants | $87,627 | ' |
Warrants Attached | 175,000 | ' |
Debenture balance | 87,500 | 85,000 |
Interest expense recorded | 1,719 | ' |
Debt discount amount | 77,020 | ' |
Exercise price | 0.5 | ' |
Debentures with warrants attached to related parties | Black-Sholes Method | ' | ' |
Interest expense recorded | 30,028 | 3,573 |
Debt discount amount | 107,048 | 105,055 |
Debt discount net | 77,020 | 101,482 |
Debentures with warrants attached to related parties, July 22, 2013 | ' | ' |
Proceeds from debentures with warrants | 10,127 | ' |
Issuance Date | 22-Jul-13 | ' |
Interest rate per annum | 8.00% | ' |
Warrants Attached | 20,000 | ' |
Maturity date | 22-Jul-14 | ' |
Warrant Expiration date | 22-Jul-14 | ' |
Debenture balance | 10,000 | ' |
Interest expense recorded | 200 | ' |
Debt discount amount | 2,305 | ' |
Debentures with warrants attached to related parties, December 30, 2013 | ' | ' |
Proceeds from debentures with warrants | 75,000 | ' |
Issuance Date | 30-Dec-13 | ' |
Interest rate per annum | 8.00% | ' |
Warrants Attached | 150,000 | ' |
Maturity date | 22-Jul-14 | ' |
Warrant Expiration date | 22-Jul-16 | ' |
Debenture balance | 75,000 | ' |
Interest expense recorded | 1,500 | ' |
Debt discount amount | 72,913 | ' |
Debentures with warrants attached to related parties, February 24, 2014 | ' | ' |
Proceeds from debentures with warrants | 2,500 | ' |
Issuance Date | 22-Jul-13 | ' |
Interest rate per annum | 8.00% | ' |
Warrants Attached | 5,000 | ' |
Maturity date | 24-Feb-15 | ' |
Warrant Expiration date | 24-Feb-17 | ' |
Debenture balance | 2,500 | ' |
Interest expense recorded | 19 | ' |
Debt discount amount | $1,802 | ' |
Debt_and_Interest_Expense_Othe
Debt and Interest Expense - Other Promissory Notes Issued (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Other Promissory Notes | ' |
Proceeds from other promissory notes Issued | $8,000 |
Interest rate per annum | 0.00% |
Other promissory notes, balance | 31,367 |
Other Promissory Notes, Various | ' |
Proceeds from other promissory notes Issued | 8,000 |
Maturity date | 28-Feb-13 |
Other promissory notes, balance | 8,000 |
Other Promissory Notes, April 8, 2013 | ' |
Proceeds from other promissory notes Issued | 50,000 |
Issuance Date | 8-Apr-13 |
Maturity date | 31-May-14 |
Interest rate per annum | 10.00% |
Interest expense recorded | 672 |
Other promissory notes, balance | $23,367 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Minimum Payments (Details) (USD $) | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Minimum lease payment, 2014 | $49,100 |
Minimum lease payment, 2015 | 49,100 |
Minimum lease payment, 2016 | 1,200 |
Minimum lease payment, thereafter | 0 |
Total minimum lease payments | $99,400 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | |
Mar. 18, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Rental expense | ' | $17,753 | $25,765 |
Litigation allegations | 282,692 | ' | ' |
Litigation allegations | '3,975,000 shares | ' | ' |
Rockstar Payroll Taxes | ' | ' | ' |
Accrued payroll tax liability | ' | $30,000 | ' |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carry forwards | $1,580,716 | $1,419,890 |
Valuation allowance | -1,580,716 | -1,419,890 |
Total deferred tax assets | ' | ' |
Income_Taxes_Statutory_tax_rec
Income Taxes - Statutory tax reconciliation (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Federal statutory tax rate | -34.00% | -34.00% |
State statutory tax rate | -6.97% | -6.97% |
Permanent difference and other | 34.00% | 34.00% |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Federal net operating losses | $1,573,817 | $1,419,890 |
State net operating losses | $4,022,156 | $3,589,530 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 29, 2006 | |
Equity [Abstract] | ' | ' | ' |
Common shares authorized to be issued | 400,000,000 | 400,000,000 | 100,000,000 |
Preferred shares authorized to be issued | 100,000,000 | ' | 100,000,000 |
Shares of stock issued | 271,000 | ' | ' |
Subscriptions Receivable but not issued | $20,400 | ' | ' |
Shares issued to investor, shares | 92,500 | ' | ' |
Share Price | $0.40 | ' | ' |
Shares issued to investor | $37,000 | ' | ' |
Warrants_and_Options_Warrants_
Warrants and Options - Warrants issued (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Exercise price | 0.5 |
Warrants | ' |
Warrants Attached | 90,000 |
Warrants #1 | ' |
Issuance Date | 24-Feb-14 |
Warrants Attached | 5,000 |
Warrant Expiration date | 24-Feb-17 |
Exercise price | 0.5 |
Warrants #2 | ' |
Issuance Date | 24-Feb-14 |
Warrants Attached | 5,000 |
Warrant Expiration date | 24-Feb-17 |
Exercise price | 0.5 |
Warrants #3 | ' |
Issuance Date | 24-Feb-14 |
Warrants Attached | 80,000 |
Warrant Expiration date | 24-Feb-17 |
Exercise price | 0.5 |
Warrants_and_Options_Warrants_1
Warrants and Options - Warrants outstanding (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Warrants granted, number of shares | 1,970,000 |
Warrants granted, weighted average exercise price | $0.97 |
Warrants outstanding and exercisable | 1,970,000 |
Warrants outstanding and exercisable, weighted average exercise price | $0.97 |
Weighted average remaining contractual life in years (warrants outstanding) | '2 years 2 months 9 days |
Agreements_Note_Details
Agreements, Note (Details) (USD $) | 1 Months Ended | ||
Apr. 17, 2014 | Mar. 31, 2014 | Jul. 25, 2012 | |
Letter of Agreement with third party consulting firm | July IP Agreement | July IP Agreement | |
Purchase of assets, aggregate price | ' | $5,000 | $42,500 |
Initial Fee | ' | ' | 10,000 |
Due for services | $25,000 | $8,000 | $24,500 |
Common stock issued | 300,000 | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Accrued executive compensation | $38,000 |
Proceeds from Promissory Note | $2,500 |
Interest | 8.00% |
Warrants exercisable | 5,000 |
Exercise price | 0.5 |
Subsequent_Events_Subsequent_E
Subsequent Events - Subsequent Events (Details) (Subsequent Event, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Event | ' |
Proceeds from debentures with warrants | $20,000 |
Issuance Date | 22-Apr-14 |
Maturity date | 22-Apr-15 |
Warrant Expiration date | 22-Apr-17 |
Interest rate per annum | 10.00% |
Warrants Attached | 40,000 |
Exercise price | $0.50 |
Development costs | $25,000 |
Shares issued for development | 30,000 |