Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Document and Entity Information | ' |
Entity Registrant Name | 'SPINDLE, INC. |
Document Type | '10-K |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001403802 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 32,663,065 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'No |
Entity Voluntary Filers | 'Yes |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
Entity Public Float | $25,580,435 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $700,323 | $111,584 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable | 171,696 | 37,362 |
Prepaid Expenses and current deposits | 168,816 | 135,535 |
Inventory | 61,050 | ' |
Notes receivable, net | ' | 64,586 |
Total current assets | 1,121,885 | 369,067 |
Fixed assets, net | 27,370 | 17,078 |
Other assets | ' | ' |
License agreements, net | 116,346 | 156,815 |
Domain names, net | 73,790 | ' |
Capitalized software costs, net | 1,240,632 | 547,657 |
Residual contract revenue | 589,294 | 589,294 |
Deposits | 12,342 | 3,842 |
Goodwill | 2,679,970 | ' |
Total other assets | 4,712,374 | 1,297,608 |
Total assets | 5,861,629 | 1,683,753 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 646,064 | 353,811 |
Accrued liabilities - related party | 16,851 | 11,831 |
Total current liabilities | 662,915 | 365,642 |
Long-term liabilities: | ' | ' |
Notes payable - related party, net | 143,442 | 333,534 |
Notes payable | ' | 27,566 |
Total long-term liabilities | 143,442 | 361,100 |
Total liabilities | 806,357 | 726,742 |
Stockholders' equity | ' | ' |
Preferred stock, value | ' | ' |
Common stock, value | 32,663 | 18,428 |
Common stock payable | 662 | 2,514 |
Additional paid-in capital | 11,401,078 | 3,835,683 |
Unamortized equity compensation | -48,736 | -283,001 |
Accumulated deficit | -6,330,395 | -2,616,613 |
Total stockholders' equity | 5,055,272 | 957,011 |
Total liabilities and stockholders' equity | $5,861,629 | $1,683,753 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Balance Sheets | ' | ' |
Allowance, accounts receivable | $10,967 | ' |
Notes payable, current | ' | 230,736 |
Accumulated depreciation, fixed assets | 5,525 | 2,031 |
Accumulated amortization, license agreements | 116,347 | 75,878 |
Accumulated amortization, domain names | 1,210 | ' |
Accumulated amortization, software development | 199,646 | ' |
Debt discount, notes payable | $8,358 | $23,266 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 32,663,065 | 18,427,919 |
Common stock, shares outstanding | 32,663,065 | 18,427,919 |
Common shares payable, unissued | 662,200 | 2,513,820 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement | ' | ' |
Sales income | $1,313,621 | $83,412 |
Cost of sales | 563,478 | 19,701 |
Gross profit | 750,143 | 63,711 |
Expenses: | ' | ' |
Depreciation and amortization | 244,818 | 51,567 |
General and administrative expenses | 242,248 | 45,041 |
Software and internet costs | 66,918 | 38,686 |
Consulting | 1,013,917 | 492,410 |
Consulting - related party | 39,500 | ' |
Salaries and benefits | 1,498,446 | 964,742 |
Director fees | 200,850 | ' |
Marketing | 81,783 | 84,641 |
Travel | 119,781 | 73,674 |
Rent expense | 63,368 | 32,942 |
Professional fees | 808,882 | 588,910 |
Total operating expenses | 4,380,511 | 2,372,613 |
Net operating income (loss) | -3,630,368 | -2,308,902 |
Other income (expense) | ' | ' |
Interest expense, net | -2,214 | 3,668 |
Interest expense - related party | -17,336 | -15,127 |
Gain (loss) on settlement | -302,625 | ' |
Gain (loss) on settlement - related party | 238,761 | ' |
Total other income (expense) | -83,414 | -11,459 |
Loss before provision for income taxes | -3,713,782 | -2,320,361 |
Provision for income taxes | ' | ' |
Net (loss) | ($3,713,782) | ($2,320,361) |
Weighted average number of common shares outstanding - basic and diluted | 26,094,975 | 17,164,341 |
Net (loss) per share - basic and diluted | ($0.16) | ($0.14) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Common Stock | Additional Paid-in Capital | Common Stock Payable | Unamortized Equity Compensation | (Deficit) Accumulated during the Development Stage | Total |
Beginning Balance, amount at Dec. 31, 2011 | $16,480 | $711,811 | $1,425 | ' | ($296,252) | $433,464 |
Beginning Balance, shares at Dec. 31, 2011 | 16,480,000 | ' | ' | ' | ' | ' |
Repurchase and cancellation of stock, shares | -1,000,000 | ' | ' | ' | ' | ' |
Repurchase and cancellation of stock, value | -1,000 | 1,000 | ' | ' | ' | ' |
Shares issued for services, shares | 763,918 | ' | ' | ' | ' | ' |
Shares issued for services, value | 764 | 655,645 | 550 | ' | ' | 656,959 |
Shares issued for cash, shares | 2,184,001 | ' | ' | ' | ' | ' |
Shares issued for cash, value | 2,184 | 1,089,817 | ' | ' | ' | 1,092,001 |
Asset acquisition, value | ' | 588,755 | 539 | ' | ' | 589,294 |
Stock options granted for services, value | ' | 774,140 | ' | -283,001 | ' | 491,139 |
Imputed interest - related party | ' | 14,515 | ' | ' | ' | 14,515 |
Net loss for the period | ' | ' | ' | ' | -2,320,361 | -2,320,361 |
Ending Balance, amount at Dec. 31, 2012 | 18,428 | 3,835,683 | 2,514 | -283,001 | -2,616,613 | 957,011 |
Ending Balance, shares at Dec. 31, 2012 | 18,427,919 | ' | ' | ' | ' | ' |
Shares issued for services, shares | 1,433,499 | ' | ' | ' | ' | ' |
Shares issued for services, value | 1,433 | 768,144 | 100 | ' | ' | 769,677 |
Shares issued for cash, shares | 5,865,000 | ' | ' | ' | ' | ' |
Shares issued for cash, value | 5,865 | 3,159,294 | 465 | ' | ' | 3,165,624 |
Asset acquisition, shares | 2,750,000 | ' | ' | ' | ' | ' |
Asset acquisition, value | 2,750 | 3,129,000 | 750 | ' | ' | 3,132,500 |
Shares issued for accounts payable, shares | 898,952 | ' | ' | ' | ' | ' |
Shares issued for accounts payable, value | 899 | 448,577 | ' | ' | ' | 449,476 |
Shares issued for compensation, related party | ' | 60,379 | 121 | ' | ' | 60,500 |
Shares issued in litigation settlement, shares | 1,424,075 | ' | ' | ' | ' | ' |
Shares issued in litigation settlement, value | 1,424 | ' | -1,424 | ' | ' | ' |
Shares previously authorized, shares | 1,863,620 | ' | ' | ' | ' | ' |
Shares previously authorized, value | 1,864 | ' | -1,864 | ' | ' | ' |
Stock option amortization | ' | ' | ' | 234,266 | ' | 234,266 |
Net loss for the period | ' | ' | ' | ' | -3,713,782 | -3,713,782 |
Ending Balance, amount at Dec. 31, 2013 | $32,663 | $11,401,077 | $662 | ($48,735) | ($6,330,395) | $5,055,272 |
Ending Balance, shares at Dec. 31, 2013 | 32,663,065 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities | ' | ' |
Net Loss | ($3,713,782) | ($2,320,361) |
Adjustments to reconcile net loss to net cash (used) by operating activities: | ' | ' |
Shares issued for services | 752,950 | 585,408 |
Depreciation and amortization | 244,818 | 52,616 |
Amortization of debt discounts - related party | 14,908 | 10,232 |
Amortization of options issued for services | 210,686 | 491,139 |
Increase in allowance for doubtful accounts | 10,967 | ' |
(Gain) loss on settlement, net | 210,686 | ' |
Changes in operating assets and liabilities: | ' | ' |
(Increase) in restricted cash | ' | -20,000 |
(Increase) in accounts receivable | -134,334 | -26,395 |
(Increase) decrease in prepaid expenses | 35,869 | -135,535 |
(Increase) in inventory | -61,050 | ' |
(Increase) decrease in interest receivable | 7,282 | 1,227 |
(Increase) decrease in deposits and other assets | -8,500 | -3,842 |
Increase in accounts payable | 741,729 | 355,486 |
(Decrease) in accrued interest | -9,449 | ' |
Increase in accrued interest - related party | 5,019 | ' |
Net cash (used in) operating activities | -1,815,661 | -1,010,025 |
Cash flows from investing activities | ' | ' |
Purchase of fixed assets | 13,786 | 388,922 |
Purchase of domain name and trademark | 75,000 | ' |
Additions to capitalized software development | 440,091 | ' |
Net cash (used in) investing activities | -528,877 | -388,922 |
Cash flows from financing activities | ' | ' |
Payments on notes payable | 27,566 | ' |
Cash acquired from acquisition | ' | 27,566 |
Proceeds for notes payable - related party | ' | 317,331 |
Payments on notes payable- related party | 205,000 | ' |
Proceeds from sale of common stock | 3,165,625 | 1,162,525 |
Net cash provided by financing activities | 2,933,059 | 1,507,422 |
Net increase in cash | 588,739 | 108,475 |
Cash - beginning of the period | 111,584 | 3,109 |
Cash - ending of the period | 700,323 | 111,584 |
Supplemental disclosures: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
Non-cash transactions: | ' | ' |
Shares issued for services | 752,950 | 585,408 |
Shares issued for accounts payable | 449,476 | ' |
Shares issued for officer compensation | 60,500 | ' |
Shares issued for acquisitions | 3,132,500 | 589,294 |
Options issued for services | $234,266 | $774,139 |
Organization_of_The_Company_an
Organization of The Company and Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Notes | ' | |
Organization of The Company and Significant Accounting Policies | ' | |
NOTE 1 - ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | ||
Organization | ||
We were originally incorporated in the State of Nevada on January 8, 2007 as “Coyote Hills Golf, Inc.” We were previously an online retailer of golf-related apparel, equipment and supplies. Prior to the acquisition of the assets of Spindle Mobile, Inc. (“Spindle Mobile”), as described below, we generated minimal revenues from that line of business. | ||
On December 2, 2011, we acquired certain assets and intellectual property from Spindle Mobile, a Delaware corporation in the business of data processing, mobile payments fields and other related fields, in exchange for approximately 80% of our issued and outstanding common stock of the Company, which shares were distributed to the stockholders of Spindle Mobile, pursuant to the terms and conditions of an Asset Purchase Agreement (the “Spindle Mobile Agreement”). | ||
Concurrent with the closing of the Spindle Mobile Agreement, we amended our articles of incorporation to change our name from “Coyote Hills Golf, Inc.” to “Spindle, Inc.” Additionally, we increased our authorized capital from 100,000,000 shares of common stock and 100,000,000 shares of preferred stock, $0.001 par value to 300,000,000 shares of common stock, and 50,000,000 shares of preferred stock, $0.001 par value. The actions were approved on November 11, 2011 by the consent of the majority stockholders who represented 90% of our issued and outstanding common stock, and were effective on of December 2, 2011. | ||
On December 31, 2012 (the “Parallel Acquisition Closing Date”), pursuant to that certain Asset Purchase Agreement (the “Parallel Agreement”) by and between the Company and Parallel Solutions Inc., a Nevada corporation (“Parallel”), the Company acquired substantially all of Parallel’s assets used in connection with its business of facilitating electronic payment processing services to merchants (the “Parallel Assets”), assumed certain specified liabilities and hired seven employees of Parallel in exchange for 538,570 unregistered shares of common stock, of which 53,857 shares (the “Parallel Indemnification Escrow”) and 100,000 shares (the “Parallel Deferred Consent Escrow”) were deposited in escrow with our transfer agent. The Parallel Indemnification Escrow was released on January 23, 2014. On October 29, 2013, the Parallel Deferred Consent Escrow was released to Parallel after certain specified contract assignments and residual revenue streams were assigned to the Company pursuant to the Parallel Agreement. | ||
On March 20, 2013 (the “MeNetwork Closing Date”), the Company assumed certain liabilities and acquired substantially all of the assets of MeNetwork used in connection with its business of developing, marketing and licensing a mobile marketing platform for use by merchants and consumers (the “MeNetwork Assets”), pursuant to an Asset Purchase Agreement dated March 1, 2013 by and between Spindle and MeNetwork (the “MeNetwork Agreement”). As consideration for the assumption of the liabilities and the acquisition of the MeNetwork Assets, the Company issued an aggregate of 2,750,000 shares of common stock to the stockholders of MeNetwork, of which 350,000 shares are being held in escrow for a period of one year from the MeNetwork Closing Date for the purposes of satisfying any indemnification claims. In addition, on October 7, 2013, the Company issued an additional 750,000 shares of common stock to Ashton Craig Page, the former director and Chief Operating Officer of MeNetwork and a current director of the Company, pursuant to the terms and conditions of the MeNetwork Agreement. | ||
On January 3, 2014 (the “Closing Date”), the Company acquired substantially all of the assets of Yowza International Inc. (renamed Y Dissolution, Inc.) (“Yowza!!) used in connection with its business of providing retail coupons through a mobile application (the “Yowza Assets”), and assumed certain liabilities of Yowza!! in an amount equal to $15,000 for consideration equal to (1) $500,000 in cash paid to Yowza!! and certain creditors and holders of outstanding promissory notes issued by Yowza!! and (2) an aggregate of 1,642,000 unregistered shares of our common stock (the “Aggregate Share Consideration”), issuable to the holders of Yowza!!’s outstanding capital stock. Ten percent of the Aggregate Share Consideration is issuable to certain executive management members and advisors of Yowza!! in accordance with consulting or employment agreements and subject to certain vesting provisions. In addition, an aggregate of 197,052 shares of common stock (the “Indemnification Escrow”), representing approximately 12% of the Aggregate Share Consideration, has been deposited in escrow for a period of one year from the Closing Date. The Indemnification Escrow is available to compensate Spindle pursuant to the indemnification obligations of Yowza!! under the Asset Purchase Agreement, and for any necessary accounts receivable adjustment after the Closing Date in the event Spindle is unable to collect the acquired outstanding accounts receivable of Yowza!! within 120 days after the Closing Date. | ||
Principles of consolidation | ||
For the fiscal years ended December 31, 2013 and 2012, the consolidated financial statements include the accounts of Spindle, Spindle Mobile, MeNetwork and Parallel. All significant intercompany balances and transactions have been eliminated. Spindle, Spindle Mobile, MeNetwork and Parallel will be collectively referred herein to as the “Company”. | ||
Cash and cash equivalents | ||
For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. | ||
Restricted cash | ||
The Company maintains a restricted cash balance as part of its operating requirements in a non-interest-bearing account that currently does not exceed federally insured limits totaling $20,000. | ||
Accounts receivable | ||
Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. | ||
Allowance for doubtful accounts | ||
An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. | ||
Inventory | ||
Inventories consist of merchandise held for sale in the ordinary course of business, including cost of freight and other miscellaneous acquisition costs, and are stated at the lower of cost, or market determined on the first-in-first-out basis. The Company records a write-down for inventories, which have become obsolete or are in excess of anticipated demand or net realizable value. The Company performs a detailed review of inventory each period that considers multiple factors including demand forecasts, market conditions, product life cycle status, product development plans and current sales levels. If future demand or market conditions for the Company’s products are less favorable than forecasted or if unforeseen changes negatively affect the utility of the Company’s inventory, it may be required to record additional write-downs, which would negatively affect gross margins in the period when the write-downs are recorded. If actual market conditions are more favorable, the Company may have higher gross margins when products incorporating inventory that were previously written down are sold. | ||
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 Software | 3 years | |
Computer Equipment | 5 years | |
Office furniture and equipment | 7 years | |
The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as of December 31, 2013 and 2012. | ||
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 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. | ||
Software development costs | ||
The Company accounts for the cost of computer software developed or obtained for internal use of its application service by capitalizing qualifying costs, which are incurred during the application development stage and amortizing them over the software’s estimated useful life. Costs incurred in the preliminary and post-implementation stages of the Company’s products are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software and for payroll and payroll-related costs of employees directly associated with the development activities. The Company amortizes capitalized software over the expected period of benefit, which is three years, beginning when the software is ready for its intended use. | ||
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 engineering, product development and testing) 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 at the time of shipment of the product to the customer. | ||
Advertising and marketing costs | ||
The Company expenses all costs of advertising as incurred. | ||
Income taxes | ||
The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities. | ||
Loss per common share | ||
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the exercise of stock options and warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. For the years ended December 31, 2013 and 2012, exercise of stock options and warrants are anti-dilutive due to the Company’s net losses and are excluded in determining diluted loss per share. | ||
Stock-Based Compensation | ||
The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant. | ||
The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and Topic 505-50, “Equity-Based Payments to Non- Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date. | ||
The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock- based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. | ||
Use of estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||
Fair value of financial instruments | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013 and 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. | ||
Long-lived assets | ||
The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of December 31, 2013 and 2012, the Company determined that none of its long-term assets were impaired. | ||
Concentration of business and credit risk | ||
The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits. | ||
Year-end | ||
The Company’s year-end is December 31. | ||
New Accounting Pronouncements | ||
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. There are no new accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Going Concern | ' |
NOTE 2 - 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 incurred a net loss of ($3,713,782) and ($2,320,361) for the fiscal years ended December 31, 2013 and 2012, respectively and has an accumulated deficit of ($6,330,395). | |
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 has recently issued debt securities and may conduct an offering of its equity securities 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. |
Accounts_Receivable_Note
Accounts Receivable, Note | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Notes | ' | |||||
Accounts Receivable, Note | ' | |||||
NOTE 3 - ACCOUNTS RECEIVABLE | ||||||
Accounts receivable consist of the following: | ||||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
Due from customers | $ | 182,662 | $ | 37,362 | ||
Less allowance for bad debts | -10,967 | -- | ||||
$ | 171,696 | $ | 37,362 | |||
Prepaid_Expenses_and_Deposits_
Prepaid Expenses and Deposits, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Prepaid Expenses and Deposits, Note | ' |
NOTE 4 - PREPAID EXPENSES AND DEPOSITS | |
On February 7, 2012, the Company entered into a legal retainer agreement with a law firm, for which the Company paid a legal retainer of $5,000. The retainer will be expensed at the sole discretion of the law firm and all ongoing legal fees are billed to the Company as incurred. During the year ended December 31, 2013, the Company recognized legal expenses of $623,423. As of December 31, 2013, the entire amount of the retainer has been amortized. | |
During 2012, the Company entered into a business marketing agreement for term of one year. In accordance with the terms of each agreement, the Company issued 350,000 fully vested shares of common stock valued at $175,000 as a non-refundable retainer for services. The estimated fair value will be amortized on a straight-line basis of the term of the agreement. As of December 31, 2013, the Company recorded $122,500 as consulting expense related to the service and the entire amount of the retainer has been amortized. | |
On January 23, 2013, the Company entered into a public relations consulting agreement for a term of two years. In accordance with the terms of the agreement, the Company issued 500,000 fully vested shares of common stock on the date of agreement and an additional 340,000 shares during the remainder of the year. The fair value of the complete grant totaled $420,000 and the first phase of the agreement has been completed. Accordingly, the entire amount has been recorded as consulting services expense for the year ended December 31, 2013. The Company did renew the contract for the second year in early 2014 and will recognize expense associated with the remaining term during the subsequent fiscal year. |
Notes_Receivable_Note
Notes Receivable, Note | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Notes | ' | |||||
Notes Receivable, Note | ' | |||||
NOTE 5 - NOTES RECEIVABLE | ||||||
Notes receivable consisted of the following: | ||||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
Notes receivable, 2.59% interest, and due on demand | $ | -- | $ | 288,040 | ||
Interest receivable | -- | 7,282 | ||||
Total principal and interest receivable | -- | 295,322 | ||||
Less: | ||||||
Notes payable | -- | 221,287 | ||||
Interest payable | -- | 9,449 | ||||
Total principal and interest payable | -- | 230,736 | ||||
$ | -- | $ | 64,586 | |||
Notes receivable and notes payable balances were settled in November of 2013 commensurate with the settlement of litigation related to the Spindle Mobile Agreement (see Legal Proceedings footnote). |
Capitalized_Software_Costs_and
Capitalized Software Costs and Intellectual Property | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Notes | ' | ||||||
Capitalized Software Costs and Intellectual Property | ' | ||||||
NOTE 7 - CAPITALIZED SOFTWARE COSTS AND INTELLECTUAL PROPERTY | |||||||
Capitalized software costs and license agreements consisted of the following at: | |||||||
December 31, | December 31, | ||||||
2013 | 2012 | ||||||
Capitalized software costs | $ | 1,440,278 | $ | 547,657 | |||
Less: accumulated amortization | 199,646 | -- | |||||
Total capitalized software costs | 1,240,632 | 547,657 | |||||
License agreements | 232,693 | 232,693 | |||||
Less: Accumulated depreciation | 116,347 | 75,878 | |||||
Total licenses | 116,346 | 156,815 | |||||
Total intellectual property, net | $ | 1,356,978 | $ | 704,472 | |||
Domain_Names_Note
Domain Names, Note | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Notes | ' | ||||||
Domain Names, Note | ' | ||||||
December 31, | December 31, | ||||||
2013 | 2012 | ||||||
Domain Names | $ | 75,000 | $ | -- | |||
Less: Accumulated depreciation | 1,210 | -- | |||||
Total fixed assets, net | $ | 73,790 | $ | -- | |||
Residual_Contracts_Note
Residual Contracts, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Residual Contracts, Note | ' |
NOTE 9 - RESIDUAL CONTRACTS | |
On December 31, 2012, the Company bought the residual income stream from Parallel Solutions (PSI). This revenue is perpetual as long as the vendor's contract stays with PSI. The company received all the contracts except for two: Chesspay and TRK. The Company did the due diligence on PSI around November 2012 and based the calculations on the new income for the period November of 2011 to October 2012. The Company used an industry standard multiple (1.1) to put a value on the asset and came up with a value of roughly $589,294. The income stream associated with PSI vendors in 2013 was greater than the residual contracts asset. |
Notes_Payable_Related_Party_No
Notes Payable - Related Party, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Notes Payable - Related Party, Note | ' |
NOTE 10 - NOTES PAYABLE - RELATED PARTY | |
On December 15, 2011, the Company issued a Promissory Grid Note to a director of the Company whereby formalizing various advances previously received from the director in the amount of $51,300 and allowing for future advances up to $250,000. The note is non-interest bearing, unsecured and matures on December 15, 2014. The Company imputed interest at a rate of 2% per annum and recorded a discount in the amount of $10,640. In connection with one of the previous advances in the amount of $25,000, the Company issued warrants to purchase up to 250,000 shares of the Company’s common stock at a price per share of $1.00 resulting in an additional discount of $17,709. The total discount attributable to the Grid Note totaled $28,349 and is being amortized to interest expense over the term of the note. During the year ended December 31, 2013, the Company repaid $55,000 of the principal balance of the loan and recorded interest expense of $9,422 related to the discount. | |
On December 15, 2012, the Company issued a promissory note in the amount of $100,000 to it chief executive officer for amounts previously advanced to the Company for working capital. The note is non-interest bearing, unsecured and matures on December 15, 2014. The Company imputed interest at a rate of 2% per annum and recorded a discount in the amount of $2,059 which is amortized to interest expense over the term of the note. During the year ended December 31, 2013, the Company repaid the entire principal balance of $100,000 and recorded interest expense of $2,059 related to the discount. | |
On December 17, 2012, the Company issued a promissory note in the amount of $50,000 to a related party, the note is non-interest bearing, unsecured and matures on January 15, 2013. In the event of default, the loan will bear a default rate of interest at 10% per annum. As of December 31, 2013, the entire principal balance of $50,000 was paid and the Company recorded related party interest at the default rate in the amount of $5,019. |
Stockholders_Equity_Note
Stockholders' Equity, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Stockholders' Equity, Note | ' |
NOTE 11 - STOCKHOLDERS’ EQUITY | |
The Company is authorized to issue up to 300,000,000 shares of $0.001 par value common stock and up to 50,000,000 shares of $0.001 par value preferred stock. | |
During the year ended December 31, 2013, the Company issued a total of 1,533,499 shares of common stock to various individuals and companies for consulting services valued at $769,677. As of December 31, 2013, 100,000 shares were unissued. In addition, the Company also issued 550,000 shares previously authorized in 2012. | |
During the year ended December 31, 2013, the Company authorized the issuance of 5,865,000 shares of its common stock for cash proceeds totaling $3,165,625. As of December 31, 2013, 465,250 shares were unissued. | |
During the year ended December 31, 2013, the Company issued 898,952 shares of its common stock as payment for previously accrued legal fees. The estimated fair value of the shares totaled $449,476 and has been recorded as a reduction to accounts payable. | |
On March 20, 2013, the Company authorized the issuance of 3,500,000 shares with an estimated fair value of $3,132,500 in connection with an asset acquisition. The Company agrees to issue 750,000 of such shares upon the satisfaction of certain conditions. (See Note 13). As of December 31, 2013, the 750,000 shares were unissued. | |
On November 27, 2013, the Company issued 1,424,075 shares from previously authorized shares of the Company’s common stock held in escrow in connection with our Net MoneyIn (“NMI”) acquisition in 2011. The release of shares occurred as a result of a full and final settlement agreement dated November 27, 2013. Pursuant to the agreement, we agreed to release a total of 800,000 of the aforementioned shares and forgive two notes receivable acquired through our acquisition of NMI with a total balance of principal and interest totaling $302,625. In addition we agreed to issues the remaining 624,075 escrowed shares in settlement of a note payable previously assumed by our chief executive officer and a director, together with accrued interest totaling $238,761 | |
During the year ended December 31, 2013, the Company authorized the issuance of 121,000 shares of common stock to the chief executive officer as compensation for services. As of December 31, 2013 the shares were unissued. |
Warrants_and_Options_Note
Warrants and Options, Note | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes | ' | |||
Warrants and Options, Note | ' | |||
NOTE 12 - WARRANTS AND OPTIONS | ||||
On November 14, 2011, the Company issued warrants to purchase shares of the Company’s common stock to a related-party in conjunction with a promissory note. The warrant holder was granted the right to purchase 250,000 shares of common stock of the Company for an aggregate purchase price of $250,000 or $1.00 per share. The aggregate fair value of the warrants totaled $387,500 based on the Black Scholes Merton pricing model using the following estimates: 2.75% risk free rate, 65% volatility and expected life of the warrants of 10 years. | ||||
The following is a summary of the status of all of the Company’s stock warrants as of December 31, 2013: | ||||
Number | Weighted-Average | |||
Of Warrants | Exercise Price | |||
and Options | ||||
Outstanding at December 31, 2011 | - | $ - | ||
Granted | 2,515,000 | 0.549 | ||
Exercised | - | - | ||
Cancelled | - | - | ||
Outstanding at December 31, 2012 | 2,515,000 | $0.55 | ||
Granted | 322,000 | - | ||
Exercised | - | - | ||
Cancelled | -238,500 | - | ||
Outstanding at December 31, 2013 | 2,598,500 | $0.55 | ||
Exercisable at December 31, 2013 | 1,999,550 | $0.58 | ||
Business_Acquisitions_Note
Business Acquisitions, Note | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Business Acquisitions, Note | ' |
NOTE 13 - BUSINESS ACQUISITIONS | |
On December 31, 2012 (the “Parallel Acquisition Closing Date”), pursuant to that certain Asset Purchase Agreement (the “Parallel Agreement”) by and between the Company and Parallel Solutions Inc., a Nevada corporation (“Parallel”), the Company acquired substantially all of Parallel’s assets used in connection with its business of facilitating electronic payment processing services to merchants (the “Parallel Assets”), assumed certain specified liabilities and hired seven employees of Parallel in exchange for 538,570 unregistered shares of common stock, of which 53,857 shares (the “Parallel Indemnification Escrow”) and 100,000 shares (the “Parallel Deferred Consent Escrow”) were deposited in escrow with our transfer agent. The Parallel Indemnification Escrow was released on January 23, 2014. On October 29, 2013, the Parallel Deferred Consent Escrow was released to Parallel after certain specified contract assignments and residual revenue streams were assigned to the Company pursuant to the Parallel Agreement. | |
On March 20, 2013 (the “MeNetwork Closing Date”), the Company assumed certain liabilities and acquired substantially all of the assets of MeNetwork used in connection with its business of developing, marketing and licensing a mobile marketing platform for use by merchants and consumers (the “MeNetwork Assets”), pursuant to an Asset Purchase Agreement dated March 1, 2013 by and between Spindle and MeNetwork (the “MeNetwork Agreement”). As consideration for the assumption of the liabilities and the acquisition of the MeNetwork Assets, the Company issued an aggregate of 2,750,000 shares of common stock to the stockholders of MeNetwork, of which 350,000 shares are being held in escrow for a period of one year from the MeNetwork Closing Date for the purposes of satisfying any indemnification claims. In addition, on October 7, 2013, the Company issued an additional 750,000 shares of common stock to Ashton Craig Page, the former director and Chief Operating Officer of MeNetwork and a current director of the Company, pursuant to the terms and conditions of the MeNetwork Agreement. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Subsequent Events | ' |
NOTE 14 - SUBSEQUENT EVENTS | |
On January 3, 2014 (the “Closing Date”), the Company acquired substantially all of the assets of Yowza International Inc. (renamed Y Dissolution, Inc.) (“Yowza!!) used in connection with its business of providing retail coupons through a mobile application (the “Yowza Assets”), and assumed certain liabilities of Yowza!! in an amount equal to $15,000 for consideration equal to (1) $500,000 in cash paid to Yowza!! and certain creditors and holders of outstanding promissory notes issued by Yowza!! and (2) an aggregate of 1,642,000 unregistered shares of our common stock (the “Aggregate Share Consideration”), issuable to the holders of Yowza!!’s outstanding capital stock. Ten percent of the Aggregate Share Consideration is issuable to certain executive management members and advisors of Yowza!! in accordance with consulting or employment agreements and subject to certain vesting provisions. In addition, an aggregate of 197,052 shares of common stock (the “Indemnification Escrow”), representing approximately 12% of the Aggregate Share Consideration, has been deposited in escrow for a period of one year from the Closing Date. The Indemnification Escrow is available to compensate Spindle pursuant to the indemnification obligations of Yowza!! under the Asset Purchase Agreement, and for any necessary accounts receivable adjustment after the Closing Date in the event Spindle is unable to collect the acquired outstanding accounts receivable of Yowza!! within 120 days after the Closing Date. |
Organization_of_The_Company_an1
Organization of The Company and Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Principles of Consolidation | ' |
Principles of consolidation | |
For the fiscal years ended December 31, 2013 and 2012, the consolidated financial statements include the accounts of Spindle, Spindle Mobile, MeNetwork and Parallel. All significant intercompany balances and transactions have been eliminated. Spindle, Spindle Mobile, MeNetwork and Parallel will be collectively referred herein to as the “Company”. |
Organization_of_The_Company_an2
Organization of The Company and Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cash and Cash Equivalents, Policy | ' |
Cash and cash equivalents | |
For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less. |
Organization_of_The_Company_an3
Organization of The Company and Significant Accounting Policies: Restricted Cash, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Restricted Cash, Policy | ' |
Restricted cash | |
The Company maintains a restricted cash balance as part of its operating requirements in a non-interest-bearing account that currently does not exceed federally insured limits totaling $20,000. |
Organization_of_The_Company_an4
Organization of The Company and Significant Accounting Policies: Accounts Receivable, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Accounts Receivable, Policy | ' |
Accounts receivable | |
Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. |
Organization_of_The_Company_an5
Organization of The Company and Significant Accounting Policies: Allowance For Doubtful Accounts (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Allowance For Doubtful Accounts | ' |
Allowance for doubtful accounts | |
An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. |
Organization_of_The_Company_an6
Organization of The Company and Significant Accounting Policies: Inventory, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Inventory, Policy | ' |
Inventory | |
Inventories consist of merchandise held for sale in the ordinary course of business, including cost of freight and other miscellaneous acquisition costs, and are stated at the lower of cost, or market determined on the first-in-first-out basis. The Company records a write-down for inventories, which have become obsolete or are in excess of anticipated demand or net realizable value. The Company performs a detailed review of inventory each period that considers multiple factors including demand forecasts, market conditions, product life cycle status, product development plans and current sales levels. If future demand or market conditions for the Company’s products are less favorable than forecasted or if unforeseen changes negatively affect the utility of the Company’s inventory, it may be required to record additional write-downs, which would negatively affect gross margins in the period when the write-downs are recorded. If actual market conditions are more favorable, the Company may have higher gross margins when products incorporating inventory that were previously written down are sold. |
Organization_of_The_Company_an7
Organization of The Company and Significant Accounting Policies: Property and Equipment, Policy (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Policies | ' | |
Property and Equipment, Policy | ' | |
Property and equipment | ||
Property and equipment is recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: | ||
Computer Software | 3 years | |
Computer Equipment | 5 years | |
Office furniture and equipment | 7 years | |
The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as of December 31, 2013 and 2012. |
Organization_of_The_Company_an8
Organization of The Company and Significant Accounting Policies: Intangible Assets, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Intangible Assets, Policy | ' |
Intangible assets | |
Management regularly reviews property, equipment, intangibles and other long-lived assets for possible impairment. This review occurs quarterly, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, then management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Management believes that the accounting estimate related to impairment of its property and equipment, is a “critical accounting estimate” because: (1) it is highly susceptible to change from period to period because it requires management to estimate fair value, which is based on assumptions about cash flows and discount rates; and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as net income, could be material. Management’s assumptions about cash flows and discount rates require significant judgment because actual revenues and expenses have fluctuated in the past and are expected to continue to do so. | |
The Company 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. |
Organization_of_The_Company_an9
Organization of The Company and Significant Accounting Policies: Software Development Costs, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Software Development Costs, Policy | ' |
Software development costs | |
The Company accounts for the cost of computer software developed or obtained for internal use of its application service by capitalizing qualifying costs, which are incurred during the application development stage and amortizing them over the software’s estimated useful life. Costs incurred in the preliminary and post-implementation stages of the Company’s products are expensed as incurred. The amounts capitalized include external direct costs of services used in developing internal-use software and for payroll and payroll-related costs of employees directly associated with the development activities. The Company amortizes capitalized software over the expected period of benefit, which is three years, beginning when the software is ready for its intended use. |
Recovered_Sheet1
Organization of The Company and Significant Accounting Policies: Revenue Recognition, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
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 engineering, product development and testing) 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 at the time of shipment of the product to the customer. |
Recovered_Sheet2
Organization of The Company and Significant Accounting Policies: Advertising and Marketing Costs, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Advertising and Marketing Costs, Policy | ' |
Advertising and marketing costs | |
The Company expenses all costs of advertising as incurred. |
Recovered_Sheet3
Organization of The Company and Significant Accounting Policies: Income Taxes, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Income Taxes, Policy | ' |
Income taxes | |
The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities. |
Recovered_Sheet4
Organization of The Company and Significant Accounting Policies: Loss Per Common Share, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Loss Per Common Share, Policy | ' |
Loss per common share | |
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the exercise of stock options and warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. For the years ended December 31, 2013 and 2012, exercise of stock options and warrants are anti-dilutive due to the Company’s net losses and are excluded in determining diluted loss per share. |
Recovered_Sheet5
Organization of The Company and Significant Accounting Policies: Stock-based Compensation, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Stock-based Compensation, Policy | ' |
Stock-Based Compensation | |
The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant. | |
The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and Topic 505-50, “Equity-Based Payments to Non- Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date. | |
The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock- based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. |
Recovered_Sheet6
Organization of The Company and Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Use of Estimates | ' |
Use of estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Recovered_Sheet7
Organization of The Company and Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Fair Value of Financial Instruments | ' |
Fair value of financial instruments | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013 and 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. |
Recovered_Sheet8
Organization of The Company and Significant Accounting Policies: Long-lived Assets, Policy (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Long-lived Assets, Policy | ' |
Long-lived assets | |
The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of December 31, 2013 and 2012, the Company determined that none of its long-term assets were impaired. |
Recovered_Sheet9
Organization of The Company and Significant Accounting Policies: Concentration of Business and Credit Risk (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Concentration of Business and Credit Risk | ' |
Concentration of business and credit risk | |
The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits. |
Recovered_Sheet10
Organization of The Company and Significant Accounting Policies: New Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. There are no new accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Recovered_Sheet11
Organization of The Company and Significant Accounting Policies: Property and Equipment, Policy: Property and Equipment, Schedule of Useful Lives (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Tables/Schedules | ' | |
Property and Equipment, Schedule of Useful Lives | ' | |
Computer Software | 3 years | |
Computer Equipment | 5 years | |
Office furniture and equipment | 7 years |
Accounts_Receivable_Note_Sched
Accounts Receivable, Note: Schedule of Accounts Receivable (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Schedule of Accounts Receivable | ' | |||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
Due from customers | $ | 182,662 | $ | 37,362 | ||
Less allowance for bad debts | -10,967 | -- | ||||
$ | 171,696 | $ | 37,362 |
Notes_Receivable_Note_Schedule
Notes Receivable, Note: Schedule of Notes Receivable (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Tables/Schedules | ' | |||||
Schedule of Notes Receivable | ' | |||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
Notes receivable, 2.59% interest, and due on demand | $ | -- | $ | 288,040 | ||
Interest receivable | -- | 7,282 | ||||
Total principal and interest receivable | -- | 295,322 | ||||
Less: | ||||||
Notes payable | -- | 221,287 | ||||
Interest payable | -- | 9,449 | ||||
Total principal and interest payable | -- | 230,736 | ||||
$ | -- | $ | 64,586 |
Schedule_of_Fixed_Assets_Table
Schedule of Fixed Assets (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Fixed Assets | ' | ||||||
December 31, | December 31, | ||||||
2013 | 2012 | ||||||
Office furniture & equipment | $ | 32,895 | $ | 19,109 | |||
Less: Accumulated depreciation | 5,525 | 2,031 | |||||
Total fixed assets, net | $ | 27,370 | $ | 17,078 |
Capitalized_Software_Costs_and1
Capitalized Software Costs and Intellectual Property: Schedule of Capitalized Software Costs (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Tables/Schedules | ' | ||||||
Schedule of Capitalized Software Costs | ' | ||||||
December 31, | December 31, | ||||||
2013 | 2012 | ||||||
Capitalized software costs | $ | 1,440,278 | $ | 547,657 | |||
Less: accumulated amortization | 199,646 | -- | |||||
Total capitalized software costs | 1,240,632 | 547,657 | |||||
License agreements | 232,693 | 232,693 | |||||
Less: Accumulated depreciation | 116,347 | 75,878 | |||||
Total licenses | 116,346 | 156,815 | |||||
Total intellectual property, net | $ | 1,356,978 | $ | 704,472 |
Warrants_and_Options_Note_Sche
Warrants and Options, Note: Schedule of Stock Warrants (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Stock Warrants | ' | |||
Number | Weighted-Average | |||
Of Warrants | Exercise Price | |||
and Options | ||||
Outstanding at December 31, 2011 | - | $ - | ||
Granted | 2,515,000 | 0.549 | ||
Exercised | - | - | ||
Cancelled | - | - | ||
Outstanding at December 31, 2012 | 2,515,000 | $0.55 | ||
Granted | 322,000 | - | ||
Exercised | - | - | ||
Cancelled | -238,500 | - | ||
Outstanding at December 31, 2013 | 2,598,500 | $0.55 | ||
Exercisable at December 31, 2013 | 1,999,550 | $0.58 |
Recovered_Sheet12
Organization of The Company and Significant Accounting Policies: Property and Equipment, Policy: Property and Equipment, Schedule of Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Software and Software Development Costs | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Computer Equipment | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Furniture and Fixtures | ' |
Property, Plant and Equipment, Useful Life | '7 years |
Going_Concern_Details
Going Concern (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Net loss since inception | ($3,713,782) | ($2,320,361) |
Accumulated deficit at end of period | ($6,330,395) | ($2,616,613) |
Accounts_Receivable_Note_Sched1
Accounts Receivable, Note: Schedule of Accounts Receivable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Due from customers | $182,662 | $37,362 |
Allowance for bad debts | -10,967 | ' |
Accounts receivable, net | $171,696 | $37,362 |
Prepaid_Expenses_and_Deposits_1
Prepaid Expenses and Deposits, Note (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 07, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Marketing Agreement | Marketing Agreement | Consulting Agreement | Consulting Agreement | Consulting Agreement | |||
Legal retainer | ' | $5,000 | ' | ' | ' | ' | ' |
Legal expenses | 623,423 | ' | ' | ' | ' | ' | ' |
Common stock issued for services | ' | ' | ' | 350,000 | 500,000 | 340,000 | ' |
Value of common stock issued for services | ' | ' | ' | 175,000 | ' | ' | 420,000 |
Consulting expense recognized | ' | ' | $122,500 | ' | ' | ' | ' |
Notes_Receivable_Note_Schedule1
Notes Receivable, Note: Schedule of Notes Receivable (Details) (USD $) | Dec. 31, 2012 |
Details | ' |
Note receivable | $288,040 |
Interest receivable | 7,282 |
Total principal and interest receivable | 295,322 |
(Less) Notes payable | 221,287 |
(Less) Interest payable | 9,449 |
Total principal and interest payable | 230,736 |
Total notes receivable, net | $64,586 |
Schedule_of_Fixed_Assets_Detai
Schedule of Fixed Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Office furniture & equipment | $32,895 | $19,109 |
Less, accumulated depreciation | 5,525 | 2,031 |
Total fixed assets, net | $27,370 | $17,078 |
Capitalized_Software_Costs_and2
Capitalized Software Costs and Intellectual Property: Schedule of Capitalized Software Costs (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Capitalized software costs | $1,440,278 | $547,657 |
(Less) Accumulated amortization (software) | 199,646 | ' |
Total capitalized software costs | 1,240,632 | 547,657 |
License agreements | 232,693 | 232,693 |
(Less) Accumulated depreciation (licenses) | 116,347 | 75,878 |
Total licenses | 116,346 | 156,815 |
Total intellectual property, net | $1,356,978 | $704,472 |
Domain_Names_Note_Details
Domain Names, Note (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Domain Names, gross | $75,000 |
(Less) Accumulated depreciation (Domain Names) | 1,210 |
Total Domain Names, net | $73,790 |
Residual_Contracts_Note_Detail
Residual Contracts, Note (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Residual contract revenue value | $589,294 | $589,294 |
Notes_Payable_Related_Party_No1
Notes Payable - Related Party, Note (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |
3-May-12 | Dec. 15, 2011 | Dec. 31, 2013 | Dec. 15, 2012 | Dec. 31, 2013 | Dec. 17, 2012 | Dec. 31, 2013 | |
Promissory Grid Note | Promissory Grid Note | Promissory Grid Note | Chief Executive Officer | Chief Executive Officer | Other Related Party | Other Related Party | |
Advances received | ' | $51,300 | ' | ' | ' | ' | ' |
Future advances allowed | 250,000 | ' | ' | ' | ' | ' | ' |
Warrants issued, common stock available for purchase | ' | ' | 250,000 | ' | ' | ' | ' |
Debt discount attributed to note | ' | ' | 28,349 | ' | 2,059 | ' | ' |
Note repaid | ' | ' | 55,000 | ' | 100,000 | ' | 50,000 |
Interest repaid | ' | ' | 9,422 | ' | 2,059 | ' | 5,019 |
Promissory note, related party | ' | ' | ' | $100,000 | ' | $50,000 | ' |
Stockholders_Equity_Note_Detai
Stockholders' Equity, Note (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Stock issued for consulting services | Services rendered and unissued in 2012 | Stock Issued for Cash | Stock Issued for Accrued Legal Fees | Stock to be Issued for Asset Acquisition | Litigation Settlement | CEO Compensation | |||
Common stock authorized to be issued | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' |
Par value of common stock | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock authorized to be issued | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' |
Par value of preferred stock | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued | ' | ' | 1,533,499 | 550,000 | 5,865,000 | 898,952 | 3,500,000 | 1,424,075 | ' |
Value or proceeds received for stock issuance | ' | ' | $769,677 | ' | $3,165,625 | $449,476 | $3,132,500 | ' | ' |
Shares unissued | ' | ' | ' | ' | 465,250 | ' | 750,000 | ' | 121,000 |
Warrants_and_Options_Note_Sche1
Warrants and Options, Note: Schedule of Stock Warrants (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Number of warrants and options granted in period | 322,000 | 2,515,000 |
Weighted average exercise price (granted) | ' | $0.55 |
Number of warrants and options outstanding | 2,598,500 | 2,515,000 |
Weighted average exercise price (outstanding) | $0.55 | $0.55 |
Number of warrants and options cancelled during the period | -238,500 | ' |
Number of warrants and options exercisable | 1,999,550 | ' |
Weighted average exercise price (exercisable) | $0.58 | ' |
Business_Acquisitions_Note_Det
Business Acquisitions, Note (Details) | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Oct. 07, 2013 | Mar. 20, 2013 |
Parallel | Parallel Indemnification Escrow | Parallel Deferred Consent Escrow | MeNetwork | MeNetwork | |
Authorized issuance of common stock | 538,570 | ' | ' | 750,000 | 2,750,000 |
Amount of shares to be issued held in escrow | ' | 53,857 | 100,000 | ' | 350,000 |
Subsequent_Events_Details
Subsequent Events (Details) (Yowza International Inc., USD $) | 0 Months Ended |
Jan. 03, 2014 | |
Yowza International Inc. | ' |
Liabilities assumed | $15,000 |
Amount of cash paid for acquisition | $500,000 |
Common stock issued for acquisition | 1,642,000 |
Additional common stock issued for acquisition, deposited in escrow | 197,052 |