Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Sep. 30, 2014 | |
Document and Entity Information | ' |
Entity Registrant Name | 'SPINDLE, INC. |
Document Type | '10-Q |
Document Period End Date | 30-Sep-14 |
Amendment Flag | 'false |
Entity Central Index Key | '0001403802 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 39,755,273 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $133,045 | $700,323 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable, net | 75,950 | 171,696 |
Prepaid Expenses and current deposits | 299,837 | 168,816 |
Inventory | 109,290 | 61,050 |
Total current assets | 638,122 | 1,121,885 |
Fixed assets, net | 23,451 | 27,370 |
Other assets | ' | ' |
License agreements, net | 81,442 | 116,346 |
Domain names, net | 75,782 | 73,790 |
Capitalized software costs, net | 1,530,762 | 1,240,632 |
Residual contract revenue | 478,801 | 589,294 |
Deposits | 10,500 | 12,342 |
Goodwill | 5,976,198 | 2,679,970 |
Total other assets | 8,153,485 | 4,712,374 |
Total assets | 8,815,058 | 5,861,629 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 671,470 | 533,564 |
Accrued liabilities - related party | 310,008 | 129,351 |
Notes payable - related party, net | 171,719 | 143,442 |
Total current liabilities | 1,153,197 | 806,357 |
Total liabilities | 1,153,197 | 806,357 |
Stockholders' equity | ' | ' |
Preferred stock, value | ' | ' |
Common stock, value | 39,755 | 32,663 |
Common stock payable | 729 | 662 |
Additional paid-in capital | 19,415,400 | 11,401,078 |
Unamortized equity compensation | ' | -48,736 |
Accumulated deficit | -11,794,023 | -6,330,395 |
Total stockholders' equity | 7,661,861 | 5,055,272 |
Total liabilities and stockholders' equity | $8,815,058 | $5,861,629 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Balance Sheets | ' | ' |
Allowance, accounts receivable | $9,250 | $10,967 |
Accumulated depreciation, fixed assets | 9,444 | 5,525 |
Accumulated amortization, license agreements | 151,251 | 116,347 |
Accumulated amortization, domain names | 75,782 | 1,210 |
Accumulated amortization, software development | 479,646 | 199,646 |
Accumulated amortization, residual contract revenue | 110,493 | ' |
Debt discount, notes payable | $443 | $8,358 |
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 | 39,755,273 | 32,663,065 |
Common stock, shares outstanding | 39,755,273 | 32,663,065 |
Common shares payable, unissued | 729,000 | 662,200 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement | ' | ' | ' | ' |
Sales income | $200,478 | $278,021 | $676,351 | $983,166 |
Cost of sales | 50,677 | 135,801 | 243,683 | 368,336 |
Gross profit | 149,801 | 142,220 | 432,668 | 614,830 |
Expenses: | ' | ' | ' | ' |
Depreciation and amortization | 152,809 | 112,164 | 437,324 | 159,086 |
Promotional and marketing | 21,425 | 18,043 | 90,879 | 43,094 |
Consulting | 353,397 | 162,784 | 1,593,784 | 520,945 |
Salaries and wages | 569,900 | 314,142 | 2,303,200 | 1,128,893 |
Director fees | 44,839 | 26,505 | 129,839 | 79,515 |
Professional fees | 79,641 | 140,653 | 851,385 | 554,120 |
General and administrative expenses | 63,193 | 111,510 | 488,278 | 397,087 |
Total operating expenses | 1,285,204 | 885,501 | 5,894,689 | 2,882,740 |
Net operating income (loss) | -1,135,403 | -743,281 | -5,462,021 | -2,267,910 |
Other income (expense) | ' | ' | ' | ' |
Interest income | ' | 1,947 | ' | 3,882 |
Interest expense | ' | -1,517 | ' | -4,521 |
Interest expense - related party | -338 | -4,176 | -1,606 | -12,236 |
Total other income (expense) | -338 | -3,746 | -1,606 | -12,875 |
Loss before provision for income taxes | -1,135,741 | -747,027 | -5,463,627 | -2,280,785 |
Provision for income taxes | ' | ' | ' | ' |
Net (loss) | ($1,135,741) | ($747,027) | ($5,463,627) | ($2,280,785) |
Weighted average number of common shares outstanding - basic and diluted | 38,922,980 | 26,317,700 | 37,682,150 | -24,454,806 |
Net (loss) per share - basic and diluted | ($0.03) | ($0.03) | ($0.14) | ($0.09) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Operating activities | ' | ' |
Net Loss | ($5,463,627) | ($2,280,785) |
Adjustments to reconcile net loss to net cash (used) by operating activities: | ' | ' |
Shares issued for services | 1,710,553 | 286,965 |
Shares issued for officer compensation | 586,725 | ' |
Depreciation and amortization | 437,324 | 159,086 |
Amortization of debt discounts - related party | 2,611 | 11,161 |
Share based compensation expense | 447,805 | 210,686 |
(Decrease) increase in allowance for doubtful accounts | -1,717 | 66,423 |
Changes in operating assets and liabilities: | ' | ' |
Decrease (increase) in accounts receivable | 97,462 | -149,400 |
Decrease in prepaid expenses | 128,271 | 30,814 |
(Increase) in inventory | -48,240 | ' |
(Increase) decrease in interest receivable | ' | -6,679 |
(Increase) in deposits and other assets | 1,842 | -3,500 |
(Decrease) increase in accounts payable and accrued expenses | 303,888 | 417,871 |
(Decrease) increase in expenses - related party | 166,341 | ' |
Increase in accrued interest | ' | 4,522 |
Increase (decrease) in accrued interest - related party | -5,019 | 3,666 |
Net cash (used in) operating activities | -1,635,781 | -1,252,170 |
Cash flows from investing activities | ' | ' |
Purchase of fixed assets | ' | 9,016 |
Acquisition of intellectual property | 501,367 | ' |
Additions to capitalized software development | 370,130 | 336,438 |
Net cash (used in) investing activities | -871,497 | -345,454 |
Cash flows from financing activities | ' | ' |
Payments on notes payable | ' | 27,566 |
Net proceeds (payments) for notes payable- related party | 45,000 | -100,000 |
Proceeds from sale of common stock | 1,895,000 | 1,732,322 |
Net cash provided by financing activities | 1,940,000 | 1,604,756 |
Net increase (decrease) in cash | -567,278 | 7,132 |
Cash - beginning of the period | 700,323 | 111,584 |
Cash - ending of the period | 133,045 | 118,716 |
Supplemental disclosures: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
Non-cash transactions: | ' | ' |
Shares issued for services | 1,710,553 | 286,965 |
Shares issued for officer compensation | 586,725 | ' |
Shares issued for prepaid expenses | 259,292 | ' |
Shares issued for accounts payable | 165,979 | ' |
Shares issued for acquisitions | 3,004,861 | 3,132,500 |
Options issued for share based compensation expense | 392,605 | 210,686 |
Shares issued for share based compensation expense | $55,200 | ' |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Basis of Presentation | ' |
NOTE 1 - BASIS OF PRESENTATION | |
The interim condensed consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. | |
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto included in the Company's Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. | |
Results of operations for the interim periods are not indicative of annual results. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Sep. 30, 2014 | ||
Notes | ' | |
Summary of Significant Accounting Policies | ' | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
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. | ||
Concentration of credit risk | ||
The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit. | ||
Use of estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
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. | ||
Revenue recognition | ||
Revenue is derived on a per message/notification basis through the Company’s patented technologies and a modular, adaptable platform designed to create multi-channel messaging gateways for all types of connected devices. The Company also earns revenue for services, such as programming, licensure on Software as a Service (“SaaS”) basis, and on a performance basis, such as when a client acquires a new customer through our platform. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts. | ||
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. | ||
Property and equipment | ||
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. | ||
Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives: | ||
Computer software | 3 years | |
Computer hardware | 5 years | |
Office furniture | 7 years | |
Long-lived assets | ||
The Company accounts for its long-lived assets in accordance with Accounting Standards Codification (“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 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 fair value or disposable value. The Company determined that none of its long-term assets at September 30, 2014 were impaired. | ||
Capitalized software development costs | ||
The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application. Capitalized software development costs represent the costs associated with the internal development of the Company’s software applications. Amortization of such costs is recorded on a software application-by-application basis, based on the greater of the proportion of current year sales to total of current and estimated future sales for the applications or the straight-line method over the remaining estimated useful life of the software application. The Company continually evaluates the recoverability of capitalized software costs and will charge to operations amounts that are deemed unrecoverable for projects it abandons. | ||
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 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 Binomial 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 compensation under ASC Topic 505-50, In accordance with ASC 505-50, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Binomial or Black-Scholes option-pricing models, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. | ||
Loss per share | ||
The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of September 30, 2014 that have been excluded from the computation of diluted net loss per share amounted to 4,343,500 shares and include 250,000 warrants and 4,093,500 options. Of the 4,343,500 potential common shares at September 30, 2014, 1,770,556 had not vested. | ||
Recent 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. | ||
In August 2014, The FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40).” ASU 2014-15 provides guidance for disclosure of uncertainties about an entity’s ability to continue as a going concern. In doing so, management will need to perform an evaluation at each interim and annual reporting period to determine whether or not there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If these conditions exist, the entity should evaluate whether the doubt is mitigated by management’s plans or events and should make such required disclosures. This guidance will be effective for the Company for its interim reporting for the quarter ended March 31, 2017. |
Going_Concern
Going Concern | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Going Concern | ' |
NOTE 3 - GOING CONCERN | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of ($1,135,741) and ($5,463,627) for the three and nine months ended September 30, 2014, respectively, and has an accumulated deficit of ($11,794,023). | |
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 to secure equity and/or additional debt financing. 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_Disclosure
Accounts Receivable Disclosure | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Notes | ' | |||||
Accounts Receivable Disclosure | ' | |||||
NOTE 4. ACCOUNTS RECEIVABLE | ||||||
Accounts receivable consist of the following: | ||||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Due from customers | $ | 85,200 | $ | 182,663 | ||
Less allowance for bad debts | -9,250 | -10,967 | ||||
Total accounts receivable, net | $ | 75,950 | $ | 171,696 | ||
Prepaid_Expenses_and_Deposits_
Prepaid Expenses and Deposits, Note | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Prepaid Expenses and Deposits, Note | ' |
NOTE 5 - PREPAID EXPENSES AND DEPOSITS | |
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 2013. The fair value of the complete grant totaled $420,000 and the first phase of the agreement has been completed. The Company renewed the agreement in early 2014, and as of September 30, 2014, has issued 700,000 shares for the annual agreement period at a fair value of $619,500. As a result, $192,500 and $360,208 were recorded to consulting expense related to the service for the three and nine months ended September 30, 2014 respectively. The remaining prepaid balance at September 30, 2014 totaled $259,292. |
Fixed_Assets_Disclosure
Fixed Assets Disclosure | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Notes | ' | |||||
Fixed Assets Disclosure | ' | |||||
NOTE 6 - FIXED ASSETS | ||||||
Fixed assets consisted of the following at: | ||||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Office furniture & equipment | $ | 32,895 | $ | 32,895 | ||
Less: accumulated depreciation | -9,444 | -5,525 | ||||
Total fixed assets, net | $ | 23,451 | $ | 27,370 | ||
Capitalized_Software_Costs_and
Capitalized Software Costs and Intellectual Property | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
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: | ||||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Capitalized software costs | $ | 2,010,408 | $ | 1,440,278 | ||
Less: accumulated amortization | -479,646 | -199,646 | ||||
Net capitalized software costs | 1,530,762 | 1,240,632 | ||||
License agreements | 232,693 | 232,693 | ||||
Less: accumulated depreciation | -151,251 | -116,347 | ||||
Net licenses | 81,442 | 116,346 | ||||
Total intellectual property, net | $ | 1,612,204 | $ | 1,356,978 |
Domain_Names_Disclosure
Domain Names Disclosure | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Notes | ' | |||||
Domain Names Disclosure | ' | |||||
NOTE 8 - DOMAIN NAMES | ||||||
Domain names consisted of the following at: | ||||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Domain names | $ | 85,000 | $ | 75,000 | ||
Less: accumulated amortization | -9,218 | -1,210 | ||||
Total domain names, net | $ | 75,782 | $ | 73,790 |
Residual_Contracts_Disclosure
Residual Contracts Disclosure | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Notes | ' | |||||
Residual Contracts Disclosure | ' | |||||
NOTE 9 - RESIDUAL CONTRACTS | ||||||
On December 31, 2012, the Company acquired the residual income stream of Parallel Solutions Inc. (PSI). This revenue is perpetual, provided that the vendor’s contract with PSI is not terminated. The calculations for the value associated with anticipated new income resulting from the acquired PSI residual contracts was determined based on PSI’s residual revenue stream for the period from November of 2011 to October 2012 of $535,722 and historical PSI’s termination rates of nil. The Company used the lowest industry standard multiple of (1.1) to determine the fair value of the contractual revenue stream of the date of acquisition which was estimated to be $589,294. During the nine months ended September 30, 2014, management reviewed the carrying amount of the asset and determined as a result of diversification in the Company’s business model due to its acquisitions, that the previously estimated indefinite life be revised to reflect the Company’s future business development goals. The Company estimated a finite remaining useful life of forty-eight months and has recorded amortization expense as of September 30, 2014 as follows: | ||||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Residual contracts | $ | 589,294 | $ | 589,294 | ||
Less: accumulated amortization | -110,493 | - | ||||
Total residual contracts, net | $ | 478,801 | $ | 589,294 |
Notes_Payable_Related_Party_No
Notes Payable - Related Party, Note | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Notes Payable - Related Party, Note | ' |
NOTE 10 - NOTES PAYABLE - RELATED PARTY | |
On December 15, 2011, the Company issued a Promissory Note (“Note”) to a director of the Company formalizing various advances previously received from the director in the amount of $51,300 and allowing for future advances of 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 Note totaled $28,349 and is being amortized to interest expense over the term of the note. During the nine months ended September 30, 2014, the Company repaid $55,000 of the loan. | |
During the nine months ended September 30, 2014, the Company recorded a $100,000 note payable to a director of the Company. The note is non-interest bearing and unsecured. The Company imputed interest at a rate of 2% per annum and recorded a discount in the amount of $110. | |
During the three and nine months ended September 30, 2014, respectively, interest expense of $338 and $1,606 related to amortization of the discount and interest on the unpaid notes was recorded. |
Stockholders_Equity_Note
Stockholders' Equity, Note | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Stockholders' Equity, Note | ' |
NOTE 11 - STOCKHOLDERS’ EQUITY | |
The Company is authorized to issue up to 300,000,000 shares of common stock, par value $0.001. | |
During the nine months ended September 30, 2014, the Company authorized the issuance of 3,790,000 shares of its common stock for cash proceeds totaling $1,895,000. As of September 30, 2014, 300,000 of these shares were unissued. | |
During the nine months ended September 30, 2014, the Company issued a total of 1,170,853 shares of common stock to various individuals and companies for services valued at $1,558,500. As of September 30, 2014, 365,853 of these shares were unissued. Additionally, the Company also canceled 50,000 shares previously issued for consulting services in 2012 for services valued at $4,000. | |
During the nine months ended September 30, 2014, the Company issued 322,958 shares of its common stock as payment for previously accrued legal fees. The estimated fair value of these shares totaled $581,324. Of the total fair value, $161,479 has been recorded as a reduction to accounts payable and $419,845 was recognized as additional paid-in-capital and professional fees expense for the excess of the fair value. | |
During the nine months ended September 30, 2014, the Company authorized the issuance of 243,490 shares of common stock valued at $572,225 to the Chief Executive Officer as compensation for services and bonus. As of September 30, 2014 23,490 of these shares were unissued. | |
During the nine months ended September 30, 2014, the Company authorized the issuance of 10,000 shares of common stock valued at $14,500 to the Chief Financial Officer as compensation for services. As of September 30, 2014 these shares were unissued. | |
During the nine months ended September 30, 2014, the Company authorized the issuance of 30,000 shares of common stock valued at $55,200 to an employee as compensation for services. As of September 30, 2014 these shares were unissued. | |
On January 3, 2014, the Company authorized the issuance of 1,642,000 shares with an estimated fair value of $3,004,861 in connection with an asset acquisition. The Company issued 1,445,000 shares at closing (see Note 13). As of September 30, 2014, 197,052 shares remain in escrow. |
Warrants_and_Options_Disclosur
Warrants and Options Disclosure | 3 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes | ' | ||||
Warrants and Options Disclosure | ' | ||||
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 and options as of September 30, 2014: | |||||
Number of Warrants | Weighted-Average | ||||
and Options | Exercise Price | ||||
Outstanding at December 31, 2012 | 2,515,000 | $ | 0.549 | ||
Granted | 322,000 | - | |||
Exercised | - | - | |||
Forfeited/Cancelled | -238,500 | - | |||
Outstanding at December 31, 2013 | 2,598,500 | $ | 0.549 | ||
Granted | 2,687,500 | - | |||
Exercised | - | - | |||
Forfeited/Cancelled | -942,500 | - | |||
Outstanding at September 30, 2014 | 4,343,500 | $ | 0.529 | ||
Exercisable at September 30, 2014 | 2,572,944 | $ | 0.549 |
Business_Acquisitions_Note
Business Acquisitions, Note | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Business Acquisitions, Note | ' |
NOTE 13 - BUSINESS ACQUISITION | |
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, 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. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Subsequent Events | ' |
NOTE 14 - SUBSEQUENT EVENTS | |
The Company’s management has reviewed all material events through the date of this report in accordance with ASC 855-10, and believes there are no material subsequent events to report. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Concentration of Credit Risk (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Concentration of Credit Risk | ' |
Concentration of credit risk | |
The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Use of Estimates | ' |
Use of estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies: Income Taxes, Policy (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
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. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Revenue Recognition | ' |
Revenue recognition | |
Revenue is derived on a per message/notification basis through the Company’s patented technologies and a modular, adaptable platform designed to create multi-channel messaging gateways for all types of connected devices. The Company also earns revenue for services, such as programming, licensure on Software as a Service (“SaaS”) basis, and on a performance basis, such as when a client acquires a new customer through our platform. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts. |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies: Accounts Receivable, Policy (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
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. |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies: Allowance For Doubtful Accounts, Policy (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Allowance For Doubtful Accounts, Policy | ' |
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. |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies: Property and Equipment, Policy (Policies) | 3 Months Ended | |
Sep. 30, 2014 | ||
Policies | ' | |
Property and Equipment, Policy | ' | |
Property and equipment | ||
Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. | ||
Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives: | ||
Computer software | 3 years | |
Computer hardware | 5 years | |
Office furniture | 7 years |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies: Long-lived Assets, Policy (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Long-lived Assets, Policy | ' |
Long-lived assets | |
The Company accounts for its long-lived assets in accordance with Accounting Standards Codification (“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 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 fair value or disposable value. The Company determined that none of its long-term assets at September 30, 2014 were impaired. |
Recovered_Sheet1
Summary of Significant Accounting Policies: Capitalized Software Development Costs, Policy (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Capitalized Software Development Costs, Policy | ' |
Capitalized software development costs | |
The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application. Capitalized software development costs represent the costs associated with the internal development of the Company’s software applications. Amortization of such costs is recorded on a software application-by-application basis, based on the greater of the proportion of current year sales to total of current and estimated future sales for the applications or the straight-line method over the remaining estimated useful life of the software application. The Company continually evaluates the recoverability of capitalized software costs and will charge to operations amounts that are deemed unrecoverable for projects it abandons. |
Recovered_Sheet2
Summary of Significant Accounting Policies: Stock-based Compensation, Policy (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
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 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 Binomial 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 compensation under ASC Topic 505-50, In accordance with ASC 505-50, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Binomial or Black-Scholes option-pricing models, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. |
Recovered_Sheet3
Summary of Significant Accounting Policies: Loss Per Share, Policy (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Loss Per Share, Policy | ' |
Loss per share | |
The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of September 30, 2014 that have been excluded from the computation of diluted net loss per share amounted to 4,343,500 shares and include 250,000 warrants and 4,093,500 options. Of the 4,343,500 potential common shares at September 30, 2014, 1,770,556 had not vested. |
Recovered_Sheet4
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Recent Accounting Pronouncements | ' |
Recent 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. | |
In August 2014, The FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40).” ASU 2014-15 provides guidance for disclosure of uncertainties about an entity’s ability to continue as a going concern. In doing so, management will need to perform an evaluation at each interim and annual reporting period to determine whether or not there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If these conditions exist, the entity should evaluate whether the doubt is mitigated by management’s plans or events and should make such required disclosures. This guidance will be effective for the Company for its interim reporting for the quarter ended March 31, 2017. |
Recovered_Sheet5
Summary of Significant Accounting Policies: Property and Equipment, Policy: Property and Equipment, Schedule of Useful Lives (Tables) | 3 Months Ended | |
Sep. 30, 2014 | ||
Tables/Schedules | ' | |
Property and Equipment, Schedule of Useful Lives | ' | |
Computer software | 3 years | |
Computer hardware | 5 years | |
Office furniture | 7 years |
Accounts_Receivable_Disclosure1
Accounts Receivable Disclosure: Schedule of Accounts Receivable (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of Accounts Receivable | ' | |||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Due from customers | $ | 85,200 | $ | 182,663 | ||
Less allowance for bad debts | -9,250 | -10,967 | ||||
Total accounts receivable, net | $ | 75,950 | $ | 171,696 |
Fixed_Assets_Disclosure_Schedu
Fixed Assets Disclosure: Schedule of Fixed Assets (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of Fixed Assets | ' | |||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Office furniture & equipment | $ | 32,895 | $ | 32,895 | ||
Less: accumulated depreciation | -9,444 | -5,525 | ||||
Total fixed assets, net | $ | 23,451 | $ | 27,370 |
Capitalized_Software_Costs_and1
Capitalized Software Costs and Intellectual Property: Schedule of Capitalized Software Costs (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of Capitalized Software Costs | ' | |||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Capitalized software costs | $ | 2,010,408 | $ | 1,440,278 | ||
Less: accumulated amortization | -479,646 | -199,646 | ||||
Net capitalized software costs | 1,530,762 | 1,240,632 | ||||
License agreements | 232,693 | 232,693 | ||||
Less: accumulated depreciation | -151,251 | -116,347 | ||||
Net licenses | 81,442 | 116,346 | ||||
Total intellectual property, net | $ | 1,612,204 | $ | 1,356,978 |
Domain_Names_Disclosure_Schedu
Domain Names Disclosure: Schedule of Domain Names (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of Domain Names | ' | |||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Domain names | $ | 85,000 | $ | 75,000 | ||
Less: accumulated amortization | -9,218 | -1,210 | ||||
Total domain names, net | $ | 75,782 | $ | 73,790 |
Residual_Contracts_Disclosure_
Residual Contracts Disclosure: Schedule of Acquired Finite-Lived Intangible Assets (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of Acquired Finite-Lived Intangible Assets | ' | |||||
SEPTEMBER 30, | DECEMBER 31, | |||||
2014 | 2013 | |||||
Residual contracts | $ | 589,294 | $ | 589,294 | ||
Less: accumulated amortization | -110,493 | - | ||||
Total residual contracts, net | $ | 478,801 | $ | 589,294 |
Warrants_and_Options_Disclosur1
Warrants and Options Disclosure: Schedule of Stock Warrants (Tables) | 3 Months Ended | ||||
Sep. 30, 2014 | |||||
Tables/Schedules | ' | ||||
Schedule of Stock Warrants | ' | ||||
Number of Warrants | Weighted-Average | ||||
and Options | Exercise Price | ||||
Outstanding at December 31, 2012 | 2,515,000 | $ | 0.549 | ||
Granted | 322,000 | - | |||
Exercised | - | - | |||
Forfeited/Cancelled | -238,500 | - | |||
Outstanding at December 31, 2013 | 2,598,500 | $ | 0.549 | ||
Granted | 2,687,500 | - | |||
Exercised | - | - | |||
Forfeited/Cancelled | -942,500 | - | |||
Outstanding at September 30, 2014 | 4,343,500 | $ | 0.529 | ||
Exercisable at September 30, 2014 | 2,572,944 | $ | 0.549 |
Recovered_Sheet6
Summary of Significant Accounting Policies: Property and Equipment, Policy: Property and Equipment, Schedule of Useful Lives (Details) | 3 Months Ended |
Sep. 30, 2014 | |
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 |
Recovered_Sheet7
Summary of Significant Accounting Policies: Loss Per Share, Policy (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Details | ' |
Potential common shares excluded from the computation of diluted net loss per share | 4,343,500 |
Going_Concern_Details
Going Concern (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Details | ' | ' | ' |
Net loss incurred for the quarterly period | ($1,135,741) | ($5,463,627) | ' |
Accumulated deficit at end of period | ($11,794,023) | ($11,794,023) | ($6,330,395) |
Accounts_Receivable_Disclosure2
Accounts Receivable Disclosure: Schedule of Accounts Receivable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Due from customers | $85,200 | $182,663 |
Allowance for bad debts | -9,250 | -10,967 |
Accounts receivable, net | $75,950 | $171,696 |
Prepaid_Expenses_and_Deposits_1
Prepaid Expenses and Deposits, Note (Details) (Consulting Agreement, USD $) | 0 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Jan. 23, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | |
Consulting Agreement | ' | ' | ' | ' | ' |
Common stock issued for services | 500,000 | ' | 700,000 | 340,000 | ' |
Value of common stock issued for services | ' | ' | $619,500 | ' | $420,000 |
Consulting expense recognized | ' | 192,500 | 360,208 | ' | ' |
Remaining prepaid balance | ' | $259,292 | $259,292 | ' | ' |
Fixed_Assets_Disclosure_Schedu1
Fixed Assets Disclosure: Schedule of Fixed Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Office furniture & equipment | $32,895 | $32,895 |
Less, accumulated depreciation | -9,444 | -5,525 |
Total fixed assets, net | $23,451 | $27,370 |
Capitalized_Software_Costs_and2
Capitalized Software Costs and Intellectual Property: Schedule of Capitalized Software Costs (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Capitalized software costs | $2,010,408 | $1,440,278 |
(Less) Accumulated amortization (software) | 479,646 | 199,646 |
Total capitalized software costs | 1,530,762 | 1,240,632 |
License agreements | 232,693 | 232,693 |
(Less) Accumulated depreciation (licenses) | -151,251 | -116,347 |
Total licenses | 81,442 | 116,346 |
Total intellectual property, net | $1,612,204 | $1,356,978 |
Domain_Names_Disclosure_Schedu1
Domain Names Disclosure: Schedule of Domain Names (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Domain Names, gross | $85,000 | $75,000 |
(Less) Accumulated depreciation (Domain Names) | -9,218 | -1,210 |
Total Domain Names, net | $75,782 | $73,790 |
Residual_Contracts_Disclosure_1
Residual Contracts Disclosure (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Details | ' |
Fair value of residual contracts acquired | $589,294 |
Residual_Contracts_Disclosure_2
Residual Contracts Disclosure: Schedule of Acquired Finite-Lived Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Residual contracts, gross | $589,294 | $589,294 |
Accumulated amortization of residual contracts | 110,493 | ' |
Total residual contracts, net | $478,801 | $589,294 |
Notes_Payable_Related_Party_No1
Notes Payable - Related Party, Note (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 15, 2011 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Promissory Grid Note | ' | ' | ' | ' |
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 | 28,349 | ' |
Note repaid | ' | ' | 55,000 | ' |
Interest repaid | ' | 338 | 1,606 | ' |
Director of the Company | ' | ' | ' | ' |
Debt discount attributed to note | ' | 110 | 110 | ' |
Note payable recorded | ' | ' | $100,000 | ' |
Stockholders_Equity_Note_Detai
Stockholders' Equity, Note (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Stock to be issued for Cash | Stock issued for consulting services | Stock issued for Accrued Legal Fees | Stock to be issued, CEO compensation and bonus | Stock to be issued, CFO compensation | Stock to be issued, Employee compensation | Stock to be Issued for Asset Acquisition | Stock Issued for Asset Acquisition | |||
Common stock authorized to be issued | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Par value of common stock | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued | ' | ' | 3,790,000 | 1,170,853 | 322,958 | 243,490 | 10,000 | 30,000 | 1,642,000 | 1,445,000 |
Value or proceeds received for stock issuance | ' | ' | $1,895,000 | $1,558,500 | $581,324 | $572,225 | $14,500 | $55,200 | $3,004,861 | ' |
Common stock unissued (payable) | 729,000 | 662,200 | 300,000 | 365,853 | ' | 23,490 | ' | ' | ' | 197,052 |
Common stock cancelled | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' |
Warrants_and_Options_Disclosur2
Warrants and Options Disclosure: Schedule of Stock Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' | ' |
Number of warrants and options outstanding | 4,343,500 | 2,598,500 | 2,515,000 |
Weighted average exercise price (outstanding) | $0.53 | $0.55 | $0.55 |
Number of warrants and options granted in period | 2,687,500 | 322,000 | ' |
Number of warrants and options cancelled during the period | -942,500 | -238,500 | ' |
Number of warrants and options exercisable | 2,572,944 | ' | ' |
Weighted average exercise price (exercisable) | $0.55 | ' | ' |
Business_Acquisitions_Note_Det
Business Acquisitions, Note (Details) (Yowza, USD $) | Jan. 03, 2014 |
Yowza | ' |
Cash paid for acquisition | $500,000 |
Authorized issuance of common stock | 1,642,000 |
Amount of shares to be issued held in escrow | 197,052 |