Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | iHookup Social, Inc. | ||
Entity Central Index Key | 1414043 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $1,945,727 | ||
Entity Common Stock, Shares Outstanding | 25,824,923 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS | ||
Accounts receivable | $14,137 | $0 |
Prepaid expenses | 49,741 | 0 |
Debt issue costs (Note 11) | 47,122 | 0 |
Total current assets | 111,000 | 0 |
TOTAL ASSETS | 111,000 | 0 |
Current Liabilities | ||
Cheques issued in excess of cash on hand | 945 | 0 |
Accounts payable | 683,516 | 16,109 |
Convertible debentures (Note 11) | 120,432 | 0 |
Deferred revenue | 17,836 | 0 |
Promissory notes and accrued interest (Note 6) | 261,425 | 0 |
Total Liabilities | 1,084,154 | 16,109 |
Going concern (Note 1) | ||
Commitments (Note 8) | ||
Subsequent events (Note 15) | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, 50,000,000 shares authorized at par value of $0.0001, 22,807Â shares issued and outstanding (Note 4) | 2 | 0 |
Common stock, 10,000,000,000 shares authorized at par value of $0.0001, 8,802,940 (December 31, 2013 – 5,413) shares issued and outstanding (Note 4) | 881 | 1 |
Additional paid-in capital | 3,340,495 | 4,999 |
Common stock subscriptions receivable (Note 9) | -4,500 | -5,000 |
Deficit | 4,310,032 | -16,109 |
Total Stockholders' Deficit | -973,154 | -16,109 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $111,000 | $0 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 |
Preferred stock, issued shares | 22,807 | 0 |
Preferred stock, outstanding shares | 22,807 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, Issued | 8,802,940 | 5,413 |
Common stock, outstanding | 8,802,940 | 5,413 |
CONSOLIDATED_STATEMENT_OF_COMP
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS (USD $) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUES | $0 | $167,079 |
OPERATING EXPENSES | ||
Accretion and interest expense | 0 | 1,240,935 |
App hosting | 0 | 103,927 |
Commissions | 0 | 50,124 |
General and administrative (Note 9) | 16,109 | 1,372,772 |
Financing costs | 0 | 90,716 |
Product development | 0 | 259,984 |
Sales and marketing | 0 | 512,897 |
TOTAL OPERATING EXPENSES | 16,109 | 3,631,355 |
LOSS FROM OPERATIONS | -16,109 | -3,464,276 |
OTHER EXPENSES | ||
Impairment loss (Note 12) | 0 | -293,750 |
Gain on extinguishment of debt  (Notes 3 and 6) | 0 | 76,359 |
NET LOSS AND COMPREHENSIVE LOSS | $0 | ($3,681,667) |
BASIC AND DILUTED LOSS PER SHARE | ($2.98) | ($2.84) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 5,413 | 1,295,364 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock | Preferred Stock | Additional Paid-In Capital | Common Stock Receivable | Deficit | Total |
Beginning Shares, Amount at Dec. 01, 2013 | $0 | $0 | $0 | $0 | $0 | |
Beginning Balance, Shares at Dec. 01, 2013 | 0 | |||||
Shares issued for cash, shares | 5,413 | |||||
Shares issued for cash, amount | 1 | 4,999 | -5,000 | 0 | ||
Share subscribed received | 0 | |||||
Net loss | -16,109 | -16,109 | ||||
Ending Balance, Amount at Dec. 31, 2013 | 1 | 4,999 | -5,000 | -16,109 | -16,109 | |
Ending Balance, Shares at Dec. 31, 2013 | 5,413 | |||||
Issuance of preferred shares, shares | 588 | |||||
Issuance of preferred shares, amount | 1 | 293,749 | 293,750 | |||
Conversion of preferred shares, shares | 771,426 | -2,193 | ||||
Conversion of preferred shares, amount | 77 | -1 | -76 | |||
Reverse acquisition transaction, shares | 111,000 | 24,413 | ||||
Reverse acquisition transaction, amount | 11 | 2 | 479,546 | -612,256 | -132,697 | |
Share subscribed received | 500 | 500 | ||||
Shares issued for services, shares | 197,495 | |||||
Shares issued for services, amount | 20 | 269,696 | 269,716 | |||
Conversion of notes, Shares | 7,717,606 | |||||
Convertible notes (net) (Note 12) | 772 | 2,292,581 | 2,293,353 | |||
Net loss | -3,681,667 | -3,681,667 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $881 | $2 | $3,340,495 | ($4,500) | ($4,310,032) | ($973,154) |
Ending Balance, Shares at Dec. 31, 2014 | 8,802,940 | 22,807 |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOW (USD $) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Cash Flows from Operating Activities: | ||
Net loss | ($16,109) | ($3,681,667) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Impairment loss | 0 | 293,750 |
Interest on promissory note | 0 | 11,425 |
Accretion expense | 0 | 1,168,982 |
Gain on extinguishment of debt | 0 | -76,359 |
Shares issued for services | 0 | 225,325 |
Changes in Operating Assets and Liabilities | ||
Decrease (increase) in accounts receivable | 0 | -14,137 |
Increase (decrease) in deferred revenue | 0 | 17,836 |
Decrease (increase) in prepaid expenses | 0 | -5,350 |
Increase (decrease) in accounts payable | 16,109 | 620,934 |
Net Cash Used in Operating Activities | 0 | -1,439,261 |
Cash Flows provided by Investing Activities: | ||
Cash acquired in the Merger | 0 | 966 |
Net Cash Provided by Investing Activities | 0 | 966 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible debentures (net) | 0 | 1,186,850 |
Proceeds from promissory notes | 0 | 250,000 |
Share subscriptions received | 0 | 500 |
Net Cash Provided by Financing Activities | 0 | 1,437,350 |
Net Increase (Decrease) in Cash | 0 | -945 |
Cash- Beginning | 0 | 0 |
Cash- Ending | 0 | -945 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash Investing and Financing Items: | ||
Shares issued for conversion of debt (net) | 0 | 1,437,436 |
Shares issued in reverse acquisition transaction | $0 | $68,366 |
1_NATURE_OF_BUSINESS_AND_GOING
1. NATURE OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND GOING CONCERN | iHookup Social, Inc., a Nevada corporation (the “Company”), was incorporated in the State of Nevada with a plan to produce user-friendly software that creates interactive digital yearbook software for schools, resulting in nominal revenue of $4,855. |
Effective June 15, 2011, the Company completed a merger with its subsidiary, Titan Iron Ore Corp., a Nevada corporation, which was incorporated solely to effect a change in the Company’s name from “Digital Yearbook Inc.” to “Titan Iron Ore Corp.” The Company then began to pursue business in the area of mining exploration. | |
On February 3, 2014, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger”) with iHookup Operations Corp., a wholly-owned Delaware subsidiary of the Company (“Acquisition Sub”) and iHookup-DE, whereby iHookup-DE was the surviving entity and became the wholly-owned subsidiary of the Company. iHookup-DE’s former stockholders exchanged all of their 6,000 shares of outstanding common stock for 25,000 shares of the Company’s designated Series A Preferred Stock. | |
The Merger was regarded as a reverse recapitalization whereby iHookup-DE was considered to be the accounting acquirer as its shareholders retained control of the Company after the Merger. During the period ended March 31, 2014, the Merger was completed (see Note 13) and as a result, iHookup-DE acquired the net liabilities of the Company. | |
As a result of the Merger, the Company ceased its prior operations and its business became the development and dissemination of a “proximity based” mobile-social media application that facilitates connections between people, utilizing the intelligence of global positioning system and localized recommendations. | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. As of December 31, 2014 the Company has a working capital deficiency of $973,154 and has an accumulated deficit of $4,310,032 since inception and its operations continue to be funded primarily from sales of its stock and issuance of convertible debentures. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain the necessary financing from sales of its stock financings. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Management plans to raise financing through the issuance of convertible notes (see Note 15). |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation |
These consolidated financial statements include the accounts of iHookup Social, Inc., from the date of acquisition, and its wholly owned subsidiary, iHookup-DE from inception (see Note 13). | |
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year end is December 31. | |
On April 29, 2014, the Company completed a common stock and preferred stock reverse stock split at a ratio of 20 to 1. Furthermore, on March 19, 2015, the Company completed a common stock and preferred stock reverse stock split at a ratio of 100 to 1. The reverse stock splits have been retroactively applied to all common stock, preferred stock, weighted average common stock, and loss per common stock disclosures. | |
Use of Estimates | |
The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to valuation of assets and liabilities acquired in asset acquisition and reverse recapitalization transactions, useful life and recoverability of long-lived assets, valuation of convertible debenture conversion options, deferred income tax asset valuations, financial instrument valuations, share based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Revenue Recognition | |
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The Company derives revenues from the sale of application software, unlimited messaging subscriptions for periods varying from one to twelve months, and arrangements for virtual gifts and access to special features referred to as coin packs. Revenue from the sale of application software is recognized upon download. Revenue from messaging subscriptions is recognized as revenue ratably over the subscription period beginning on the date the service is made available to customers. Revenue from coin packs is recognized on a consumption basis commensurate with the customer utilization of such resources. | |
Advertising Costs | |
The Company’s policy regarding advertising is to expense advertising when incurred. During the year ended December 31, 2014, the Company incurred $254,845 in advertising costs. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. | |
Intangible Assets | |
The Company accounts for intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. The Company assesses potential impairments to other intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. | |
Intangible assets with estimated lives and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of intangible assets with estimated lives and other long-lived assets is measured by comparing the carrying amount of the asset to its fair value. If the future value of the asset is lower than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value of the asset exceeds the related estimated fair value. | |
Impairment of Long-Lived Assets | |
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. | |
If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. | |
Stock-based Compensation | |
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. | |
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of comprehensive loss over the requisite service period. | |
Allowance for Doubtful Accounts | |
The Company receives revenues from sales of its software application. The Company monitors its outstanding receivables for timely payments and potential collection issues. During the year ended December 31, 2014, the Company did not have any allowance for doubtful accounts. | |
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |
Financial Instruments | |
Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. | |
The Company’s financial instruments consist of accounts receivable, accounts payable, promissory notes, and convertible debentures. The fair values of these financial instruments approximate their carrying value, due to their short term nature, and current market rates for similar financial instruments. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. | |
Basic and Diluted Loss Per Share | |
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | |
As of December 31, 2014, there were approximately 27,687,805 potentially dilutive shares outstanding. | |
Income Taxes | |
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | |
In March 2013, ASC guidance was issued related to Foreign Currency Matters to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. There has been no significant impact on the Company’s consolidated financial statements as a result of adoption of this new accounting pronouncement. | |
In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company early adopted this ASU beginning with the year ended December | |
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The revised guidance is effective for annual fiscal periods beginning after December 15, 2014. Early adoption is permitted. The Company is evaluating the impact the revised guidance will have on its consolidated financial statements. | |
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40). Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosure. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is evaluating the impact the revised guidance will have on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, Revenue Recognition -Construction-Type and Production-Type Contracts”. 2014-09 requires the disclosure of sufficient information to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The Company will also be required to disclose information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. Early adoption is not allowed. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating the impact that the adoption of ASU 2014-09 may have on its consolidated financial statements. |
3_MINERAL_PROPERTIES
3. MINERAL PROPERTIES | 12 Months Ended |
Dec. 31, 2014 | |
Extractive Industries [Abstract] | |
MINERAL PROPERTIES | Wyoming Iron Complex Properties |
The Company was formerly involved in mineral exploration activities for (i) the property located at Southwest Quarter of Section 22, Township 19 North, Range 71 West, 6th Principal Meridian, Albany County, Wyoming (“Leased Real Property”); and (ii) certain unpatented lode mining claims situated in an unorganized mining district, Albany County, Wyoming, in Sections 14 and 24, Township 19 North, Range 72 West, 6th Principal Meridian, the names of which and the place of record of the location notices thereof in the official records of the county recorder and the authorized office of the Bureau of Land Management (“Unpatented Mining Claims,” and together with the Leased Real Property, the “Wyoming Iron Complex”). The Company was assigned the rights to Wyoming Iron Complex in exchange for a promissory note. At the time of the Merger described in Note 13, the Company did not expect to go forward with any mining or mineral exploration activities at these sites. An impairment analysis was conducted at the time of the Merger and no impairment was recorded as the fair value of Wyoming Iron Complex (considered to be the carrying value of the promissory note) exceeded the carrying value. During the year ending December 31, 2014, the mineral property was surrendered to settle the outstanding promissory note as per Note 6, resulting in a gain of $76,359 on the extinguishment of debt. |
4_COMMON_AND_PREFERRED_STOCK
4. COMMON AND PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
COMMON AND PREFERRED STOCK | Issued during 2014: |
During the year ended December 31, 2014, as a part of a reverse acquisition transaction, iHookup-DE’s former stockholders exchanged all of their 6,000 shares of outstanding common stock for 25,000 shares of the Company’s designated Series A Preferred Stock (see Note 13). | |
During the year ended December 31, 2014, the Company issued 7,717,606 shares of common stock to various convertible note holders for full and partial conversion of the notes (Note 11). | |
During the year ended December 31, 2014, the Company issued 197,495 shares of common stock to various consultants in exchange for investor relations and advertising services. | |
During the year ended December 31, 2014, the Company issued 771,426 shares of common stock to various holders of preferred stock upon conversion or such preferred stock. | |
On April 29, 2014, the Company completed a common stock and preferred stock reverse stock split at a ratio of 20 to 1. Furthermore, on March 19, 2015, the Company completed a common stock and preferred stock reverse stock split at a ratio of 100 to 1. The reverse stock splits have been retroactively applied to all common stock, preferred stock, weighted average common stock, and loss per common stock disclosures. | |
Preferred Stock: | |
The Series A Preferred Stock is convertible into nine (9) times the number of common stock outstanding until the closing of a Qualified Financing (i.e. the sale and issuance of the Company’s equity securities that results in gross proceeds in excess of $2,500,000). | |
Issued during 2013: | |
During the period ended December 31, 2013 1,083 shares of common stock were issued to two directors and officers of the Company for an aggregate amount of $1,000. The amount owing to the Company from these officers and directors as of December 31, 2013 was $1,000. | |
During the period ended December 31, 2013 the Company sold and issued 4,330 shares of common stock to a company controlled by an officer and director for an aggregate amount of $4,000 and $4,000 was owing and payable to the Company as of December 31, 2013. | |
The above transactions were recorded at their exchange amounts, being the amounts agreed by the related parties. |
5_SHARE_PURCHASE_WARRANTS
5. SHARE PURCHASE WARRANTS | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
SHARE PURCHASE WARRANTS | |||||||||
Weighted Average | |||||||||
Number | Exercise | ||||||||
of | Price | ||||||||
Warrants | $ | ||||||||
Warrants of the Company outstanding and exercisable as at the Merger | 859 | 1,700 | |||||||
Warrants expired during the period | (525 | ) | 1,500 | ||||||
Balance, December 31, 2014 | 334 | 2,000 | |||||||
Details of share purchase warrants outstanding as of December 31, 2014 are: | |||||||||
Number of Warrants Outstanding and Exercisable | |||||||||
Number | Exercise Price per Share | Expiry Date | |||||||
334 | $ | 2,000 | 10-Jan-15 | ||||||
334 | $ | 2,000 | |||||||
6_PROMISSORY_NOTE
6. PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTE | As part of the Merger described in Note 13, the Company acquired a Promissory Note due to Wyomex Limited Liability Company (“Wyomex”). On May 7, 2014, the carrying value of the Promissory Note was $1,282,370. On May 7, 2014, the Company entered into an arrangement to settle the Promissory Note by conveying the Strong Creek and Iron Mountain Properties described in Note 3 to Wyomex. The carrying value of the mineral properties on that date was $1,206,011 and the Company recorded a gain on extinguishment of debt of $76,359. |
As of June 25, 2014, the Company entered into a Letter Agreement (the “Letter Agreement”) with Beaufort Capital Partners LLC to loan (the “Loan”) up to $400,000 to the Company upon the Company’s written request. From June 25, 2014 to October 1, 2014 (the “Term”), the Loan may be made in monthly installments of One Hundred Thousand Dollars ($100,000) each and must be made within three (3) days of the receipt of the written request from the Company and evidenced by a Secured Promissory Note (the “Note”). Each Note shall be secured by a pledge of shares of common stock of the Company provided by Copper Creek Holdings, LLC (“Copper Creek”), pledged under the terms and conditions of a Stock Pledge Agreement (the “Pledge”). | |
During the year ended December 31, 2014 and pursuant to the Letter Agreement, Company delivered written requests for installments in the aggregate of $250,000 and executed three Notes totaling $250,000. The Notes bear 1% interest per month, compounded monthly, and mature in six (6) months (“Maturity Date”). In the event that payment is not received within ten (10) days of the Maturity Date, then the Company shall be charged a late fee in an amount equal to 5% of the amount of such overdue payment, payable within five (5) days of the Maturity Date. As of December 31, 2014 the Company recorded interest expense of $11,425 on these Notes. | |
7_STOCKBASED_COMPENSATION
7. STOCK-BASED COMPENSATION | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
STOCK-BASED COMPENSATION | On November 22, 2011, the Board of Directors of Titan Iron Ore Corp. (see Note 1) approved a stock option plan (“2011 Stock Option Plan”), the purpose of which is to enhance the Company’s stockholder value and financial performance by attracting, retaining and motivating the Company’s officers, directors, key employees, consultants and its affiliates and to encourage stock ownership by such individuals by providing them with a means to acquire a proprietary interest in the Company’s success through stock ownership. Under the 2011 Stock Option Plan, officers, directors, employees and consultants who provide services to the Company may be granted options to acquire common shares of the Company. The aggregate number of options authorized by the plan shall not exceed 4,974 common shares of the Company. | |||||||||||||
The following table summarizes the options outstanding and exercisable under the 2011 Stock Option Plan as of December 31, 2014: | ||||||||||||||
Option Price | ||||||||||||||
Expiry Date | Per Share | Number | ||||||||||||
21-Dec-21 | 1,680 | 1,725 | ||||||||||||
21-Jun-22 | 400 | 500 | ||||||||||||
25-Jun-23 | 134 | 850 | ||||||||||||
$ | 1,044 | 3,075 | ||||||||||||
The Board of Directors and the stockholders holding a majority of the voting power approved a 2014 Equity Incentive Plan (the “2014 Plan”) on February 28, 2014, with a to be determined effective date. The purpose of the 2014 Plan is to assist the Company and its affiliates in attracting, retaining and providing incentives to employees, directors, consultants and independent contractors who serve the Company and its affiliates by offering them the opportunity to acquire or increase their proprietary interest in the Company and to promote the identification of their interests with those of the stockholders of the Company. The 2014 Plan will also be used to make grants to further reward and incentivize current employees and others. | ||||||||||||||
There are 120,679 shares of common stock reserved for issuance under the 2014 Plan. The Board shall have the power and authority to make grants of stock options to employees, directors, consultants and independent contractors who serve the Company and its affiliates. Any stock options granted under the 2014 Plan shall have an exercise price equal to or greater than the fair market value of the Company’s shares of common stock. Unless otherwise determined by the Board of Directors, stock options shall vest over a four year period with 25% being vested after the end of one (1) year of service and the remainder vesting equally over a 36 month period. The Board may award options that may vest based upon the achievement of certain performance milestones. As of December 31, 2014, no options have been awarded under the 2014 Plan. | ||||||||||||||
The following table summarizes the Company’s stock options outstanding and exercisable: | ||||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted- Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | |||||||||||
$ | $ | |||||||||||||
Outstanding, December 31, 2013 | - | - | - | - | ||||||||||
Exercisable, December 31, 2013 | - | - | - | - | ||||||||||
Stock options of the Company outstanding and exercisable at the Merger | 3,075 | 1,044 | 7.57 | |||||||||||
Outstanding, December 31, 2014 | 3,075 | 1,044 | 7.57 | - | ||||||||||
Exercisable, December 31, 2014 | 3,075 | 1,044 | 7.57 | - | ||||||||||
8_COMMITMENTS
8. COMMITMENTS | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
COMMITMENTS | The following table summarizes our significant contractual obligations as of December 31, 2014: | ||||
2015 | |||||
Convertible Notes (1) | 583,744 | ||||
Operating Leases (2) | 5,564 | ||||
Service Contracts (3) | 16,997 | ||||
Employment Agreements (4) | 300,000 | ||||
Promissory Notes (5) | 261,425 | ||||
1,167,730 | |||||
(1) Principal and interest for various convertible notes due at the maturity date. | |||||
(2) Rents payable for office space. | |||||
(3) Service contracts for app and website hosting and investor relations services. | |||||
(4) Employment agreements with related parties. | |||||
(5) Principal and interest for various promissory notes due at the maturity date. |
9_RELATED_PARTY_TRANSACTIONS_A
9. RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | During the year ended December 31, 2014, the Company incurred $363,334 in salaries and management fees to current and former officers and directors with such costs being recorded as general and administrative expenses. |
During the year ended December 31, 2014, the Company incurred $363,866 in app hosting, app development, office expenses, and rent to a company with two officers and directors in common with such costs being recorded as general and administrative and product development expenses. The Company also entered into an asset purchase agreement with this company (see Note 12). | |
During the year ended December 31, 2014, the Company incurred $2,800 in management fees, rent and office expenses to a company with an officer in common with such costs being recorded as general and administrative expenses. | |
During the year ended December 31, 2014, the Company paid $4,500 to the spouse of an officer and director with such costs being recorded as sales and marketing expenses. | |
As of December 31, 2014, the Company had a stock subscription receivable totaling $4,500 from an officer and director and from a company with an officer and director in common. | |
As of December 31, 2014, included in prepaid expenses is $2,938 advanced to the Chief Executive Officer of the Company. | |
As of December 31, 2014, accounts payable include $42,352 payable to a company with two officers and directors in common, and $16,667 payable in salaries to directors and officers of the Company. The amounts are unsecured, non-interest bearing and are due on demand. | |
The above transactions were recorded at their exchange amounts, being the amounts agreed by the related parties. |
10_FAIR_VALUE_MEASUREMENT
10. FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | ASC 820, Fair Value Measurements and Disclosures require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: |
Level 1 | |
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. | |
Level 2 | |
Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. | |
Level 3 | |
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. | |
Pursuant to ASC 825, cash and cheques issued in excess of cash on hand is based on "Level 1" inputs. The Company believes that the recorded values of accounts payable approximate their current fair values because of their nature or respective relatively short durations. The fair value of the Company’s promissory notes and convertible debentures approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. | |
As of December 31, 2014, there were no assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet, other than cheques issued in excess of cash on hand. | |
During the year ended December 31, 2014, the Company impaired intangible assets and wrote the carrying amount down to $nil, its estimated fair value determined using a level 3 measurement (see Note 12). |
11_CONVERTIBLE_DEBENTURES
11. CONVERTIBLE DEBENTURES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
CONVERTIBLE DEBENTURES | |||||||||
Issuance | Principal | Discount | Carrying Value | Interest Rate | Maturity Date | ||||
a | ) | 2-Apr-13 | 5,054 | - | 5,054 | 0 | % | 2-Jan-14 | |
b | ) | 3-Sep-14 | 44,444 | 22,072 | 22,372 | 12 | % | 3-Sep-15 | |
c | ) | 23-Oct-14 | 58,800 | 50,098 | 8,702 | 8 | % | 21-May-15 | |
c | ) | 21-May-14 | 75,000 | 72,328 | 2,672 | 8 | % | 21-May-15 | |
d | ) | 7-Oct-14 | 75,000 | 73,381 | 1,619 | 8 | % | 7-Oct-15 | |
e | ) | 16-Jun-14 | 4,670 | 2,299 | 2,371 | 8 | % | 18-Mar-15 | |
e | ) | 14-Oct-14 | 43,000 | 41,218 | 1,782 | 8 | % | 16-Jul-15 | |
e | ) | 13-Nov-14 | 43,000 | 37,699 | 5,301 | 8 | % | 7-Aug-15 | |
f | ) | 16-Jun-14 | 29,222 | - | 29,222 | 12 | % | 11-Dec-14 | |
g | ) | 11-Jul-14 | 80,000 | 74,612 | 5,388 | 12 | % | 10-Jul-15 | |
h | ) | 21-Nov-14 | 62,500 | 40,120 | 22,380 | 12 | % | 21-Aug-15 | |
h | ) | 24-Nov-14 | 40,465 | 26,896 | 13,569 | 12 | % | 24-Aug-15 | |
561,155 | 440,723 | 120,432 | |||||||
a) | On April 2, 2013, the Company entered into a convertible bridge note with GCA Strategic Investment Fund Limited (“GCA”). On December 31, 2013 the Company entered in a letter agreement with GCA, in which the original maturity date of September 20, 2013 was extended to January 2, 2014. | ||||||||
The unpaid principal portion and accrued interest on the convertible bridge note is convertible in whole or in part as follows: | |||||||||
· | Conversion price per share equal to the lower of : | ||||||||
(i) | 100% of the average price of the Company’s common stock for the 5 trading days preceding the conversion days | ||||||||
(ii) | 70% of the daily average price of the Company’s common stock for the 10 trading days preceding the conversion date. | ||||||||
· | The holders must not convert more than 33 1/3% of the initial principal sum into shares of the Company’s common stock at a price below $0.08 per share during any calendar month. | ||||||||
GCA does not have the right to convert the convertible bridge note, to the extent that GCA and its affiliates would beneficially own in excess of 9.99% of the Company’s outstanding common stock. | |||||||||
In the event the Company elects to prepay the convertible bridge note in full or in part, the Company is required to pay principal, interest and any other amounts owing multiplied by 130%. The convertible bridge note also contains a mandatory partial prepayment requirement should the Company obtain certain future net financings in excess of $300,000, and under other conditions. | |||||||||
b) | During the year ended December 31, 2013 the Company entered into a one year promissory note with JMJ Financial. The total amount that may be borrowed is $275,000, which includes an upfront fee of 10%. No interest is applied to the principal balance for the first 90 days after cash advance. After the first 90 days, an interest charge of 12% is to be immediately applied to the principal and the 10% upfront fee. The note is secured by a General Security Agreement. | ||||||||
After 180 days from the issuance date the lender may convert all or part of the unpaid principal and upfront fee into common stock at its sole discretion. All balances outstanding have a variable conversion price equal to the lesser of $0.07 or 60% of the market price. The market price is defined as the lowest two closing bid prices in the 20 days prior to the conversion date. The lender is limited to holding no more than 4.99% of the issued and outstanding common stock at the time of conversion. | |||||||||
After the expiration of 90 days following the delivery date of any consideration, the Company will have no right of prepayment. | |||||||||
c) | The Company entered into 2 convertible promissory notes (“LG Notes”) with LG Capital Funding, LLC (“LG”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 50% of the average of the lowest closing bid prices during the 15 trading days preceding the conversion. The LG Notes cannot be converted, to the extent that LG would beneficially own in excess of 4.99% of the Company’s outstanding common stock. The notes are secured by General Security Agreement. The convertible debentures may be repaid by the Company as follows: | ||||||||
· | Outstanding principal multiplied by 150% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 181 days following the issuance date through the maturity date. | ||||||||
· | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 16% per annum and the LG Notes become immediately due and payable. | ||||||||
d) | On October 2, 2014, the Company entered into a convertible debenture agreement with Coventry Enterprises, LLC (“Coventry”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 50% of the lowest closing bid price for fifteen days preceding the conversion. The note is secured by a General Security Agreement. The convertible debenture may be repaid by the Company as follows: | ||||||||
· | Outstanding principal multiplied by 150% together with accrued interest and unpaid interest thereon; | ||||||||
· | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the Coventry Notes become immediately due and payable. | ||||||||
e) | The Company entered into several convertible promissory notes (“KBM Notes”) with KBM Worldwide Inc. (“KBM”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 58% of the average price of the lowest 3 day trading days during the 10 trading days preceding the conversion. The KBM Notes cannot be converted, to the extent that KBM Worldwide Inc. and its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock. The notes are secured by a General Security Agreement. The convertible debenture may be repaid by the Company as follows: | ||||||||
· | Outstanding principal multiplied by 110% together with accrued interest and unpaid interest thereon if prepaid within a period of 30 days beginning on the issuance date; | ||||||||
· | Outstanding principal multiplied by 115% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 31 days following the issuance date and ending on the date that is 60 days following the issuance date; | ||||||||
· | Outstanding principal multiplied by 120% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 61 days following the issuance date and ending on the date that is 90 days following the issuance date; | ||||||||
· | Outstanding principal multiplied by 125% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 91 days following the issuance date and ending on the date that is 120 days following the issuance date; | ||||||||
· | Outstanding principal multiplied by 135% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 121 days following the issuance date and ending on the date that is 180 days following the issuance date. The Company may not prepay the KBM Note after the 180th day following the issue date. | ||||||||
· | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 22% per annum and the KBM Notes becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest. | ||||||||
f) | On June 16, 2014, the Company entered into a Convertible Note Purchase Agreement with JSJ Investments Inc. (“JSJ”), pursuant to which the Company sold to JSJ a $55,000 face value 12% Convertible Note with a term of six months. Interest accrues daily on the outstanding principal amount of the JSJ Note at a rate per annum equal to 12% on the basis of a 365-day year. The principal amount of the JSJ Note and interest is payable on the JSJ Maturity Date. The JSJ Note is convertible into common stock, at any time after the issue date, at JSJ’s option, at a 50% discount to the average of the three lowest trades on the previous 20 days before the date of the conversion notice or to the average of the three lowest trades on the previous 20 days before the date of execution of the JSJ Note. The note is secured by a General Security Agreement. | ||||||||
g) | On July 11, 2014, and with a closing date of July 16, 2014, the Company entered into a Convertible Note Purchase Agreement with Eastmore Capital LLC (“Eastmore”), pursuant to which the Company sold to Eastmore an $80,000 face value 12% Convertible Note with a maturity date of July 10, 2015. Interest accrues daily on the outstanding principal amount of the Eastmore Note at a rate per annum equal to 12% on the basis of a 365-day year. The Eastmore Note is convertible into common stock, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stock during the ten (10) consecutive trading days immediately preceding the conversion date. | ||||||||
Eastmore does not have the right to convert the note, to the extent that it would beneficially own in excess of 4.9% of our outstanding common stock. The Company shall have the right, exercisable on not less than five (5) trading days prior written notice to Eastmore, to prepay the outstanding balance on this note for $120,000 plus any and all accrued and unpaid interest on the unpaid principal amount. The note is secured by a General Security Agreement. | |||||||||
h) | On November 21 and November 24, 2014, the Company entered into two securities purchase agreements with Carebourn Capital L.P. (“Carebourn”), pursuant to which the Company sold to Carebourn a $62,500 face value 12% Convertible Note and a $40,465 face value 12% Convertible Note with a term of nine months. Interest accrues daily on the outstanding principal amount of the Carebourn Notes at a rate per annum equal to 12% on the basis of a 365-day year. The note is convertible into common stock beginning six months after the issue date at the holder’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the notes in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by: | ||||||||
The Company may not prepay the notes after the 180th day following the Issue Date. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 22% per annum and the note becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest. Carebourn does not have the right to convert the Notes, to the extent that Carebourn and its affiliates would beneficially own in excess of 4.99% of our outstanding common stock. The notes are secured by a General Security Agreement. | |||||||||
The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at December 31, 2014 the conversion features would not meet derivative classification. | |||||||||
At December 31, 2014, the convertible debentures are unsecured. During the year ended December 31, 2014, $1,437,436 of convertible debentures were settled by issuing 7,717,606 shares of common stock of the Company. | |||||||||
During the year ended December 31, 2014, $190,000 of convertible debentures were settled through payment of cash and issuance of new convertible debentures. | |||||||||
During the year ended December 31, 2014, the Company incurred $111,085 in transaction costs in connection with the issuance of the convertible debentures. |
12_ASSET_PURCHASE_AGREEMENT
12. ASSET PURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
ASSET PURCHASE AGREEMENT | Pursuant to an asset purchase agreement dated January 18, 2014, the Company purchased the iHookup mobile application, its name, intellectual property, user database, certain domain names, and Apple developer from CheckMate Mobile, Inc., a Delaware corporation (“CheckMate”) for a purchase price of $293,750. The Company paid the purchase price by issuing 588 shares of its Series A Preferred Stock. Subsequent to the purchase, the assets were considered impaired, resulting in an impairment loss of a corresponding amount. On February 3, 2014, as part of the Merger described in Note 13, all outstanding Series A Preferred Stock of iHookup-DE held by CheckMate was converted into common stock of iHookup-DE at ratio of 1 to 1. |
13_MERGER
13. MERGER | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
MERGER | On February 3, 2014, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with iHookup Operations Corp., a wholly-owned Delaware subsidiary of the Company (“Acquisition Sub”) and iHookup-DE, whereby iHookup-DE was the surviving entity and became the wholly-owned subsidiary of the Company. iHookup-DE’s former stockholders exchanged all of their 6,000 shares of outstanding common stock for 25,000 shares of the Company’s designated Series A Preferred Stock. Each share of the Company’s common stock entitles its holder to one (1) vote on each matter submitted to its stockholders. The holders of the Series A Preferred Stock are entitled to cast votes equal to nine (9) times the total number of shares of common stock which are issued and outstanding, voting together with the holders of common stock as a single class. The Series A Preferred Stock is convertible into nine (9) times the number of common stock outstanding until the closing of a Qualified Financing (i.e. the sale and issuance of the Company’s equity securities that results in gross proceeds in excess of $2,500,000). As a result of the transaction, the former stockholders of iHookup-DE received a controlling interest in the Company. | ||||
For accounting purposes, the Merger has been treated as a reverse recapitalization, rather than a business combination. Accordingly, for accounting purposes iHookup-DE is considered the acquirer and surviving entity in the reverse recapitalization. The accompanying historical financial statements prior to the Merger are those of iHookup-DE. | |||||
The consolidated financial statements present the previously issued shares of the Company pre-Merger (“Titan”) common stock as having been issued pursuant to the Merger on February 3, 2014, with the consideration for such issuance being the estimated fair value of the Titan shares issued, based on the number of equity interest iHookup-DE would have had to give to Titan to retain the same percentage equity interest in the combined entity that results from the Merger. The excess of the consideration issued over the net assets of Titan is recognized as an adjustment to deficit. As of the date of the Merger, Titan was in a net liability position. | |||||
$ | |||||
Preferred shares issued | 68,366 | ||||
Net liabilities acquired | 543,891 | ||||
Adjustment to deficit | 612,257 | ||||
Details of net liabilities acquired: | |||||
Cash | 966 | ||||
Debt issue costs | 13,123 | ||||
Mineral properties | 1,206,011 | ||||
Accounts payable and accrued liabilities | (165,420 | ) | |||
Other | (23,404 | ) | |||
Promissory note | (1,229,728 | ) | |||
Convertible debt | (345,439 | ) | |||
Net liabilities acquired | 543,891 | ||||
14_INCOME_TAXES
14. INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
INCOME TAXES | The Company has adopted the provisions of ASC 740, Income Taxes. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in the financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company has approximately $2,295,294 (2013 - $16,109) of net operating losses to carry forward which are available to offset taxable income in future years which expire through fiscal 2034. | ||||||||
The components of the net deferred tax asset at December 31, 2014, and 2013, the statutory tax rate, the effective tax rate, and the amounts of the valuation allowance are indicated below: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net loss before taxes | (3,681,667 | ) | (16,109 | ) | |||||
Statutory rate | 35 | % | 35 | % | |||||
Computed expected tax (recovery) | (1,288,583 | ) | (5,638 | ) | |||||
Amortization of beneficial conversion feature | 479,295 | - | |||||||
Accretion of convertible debt | 409,144 | - | |||||||
Other | 76,087 | - | |||||||
Increase in valuation allowance | 324,057 | 5,638 | |||||||
Reported income taxes | - | – | |||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Potential deferred tax asset | |||||||||
- Net operating losses | 808,991 | 5,638 | |||||||
-Beneficial conversion feature and other | (479,295 | ) | - | ||||||
-Less valuation allowance | (329,696 | ) | (5,638 | ) | |||||
Net deferred tax assets | - | – |
15_SUBSEQUENT_EVENTS
15. SUBSEQUENT EVENTS | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | ||
a) | Subsequent to December 31, 2014 the Company issued 16,998,960 shares in connection with conversion of convertible notes in the amount of $118,790 | |
b) | Subsequent to December 31, 2014 the Company issued 1,150,000 shares of common stock for services in connection with a consulting services agreement. | |
c) | Subsequent to December 31, 2014 the Company obtained proceeds of $806,562 for various convertible debenture agreements (“Debentures”) entered into with face value totaling $806,562, with interest rates between 8% and 12% per annum and maturing between six months and one year from the dates of issuance. The principal and interest of the Debentures are convertible into common shares of the Company at various conversion rates as outlined in each agreement. The Company paid $37,350 in legal fees and other expenses in connection with these debentures. | |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | |
These consolidated financial statements include the accounts of iHookup Social, Inc., from the date of acquisition, and its wholly owned subsidiary, iHookup-DE from inception (see Note 13). | |
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year end is December 31. | |
On April 29, 2014, the Company completed a common stock and preferred stock reverse stock split at a ratio of 20 to 1. Furthermore, on March 19, 2015, the Company completed a common stock and preferred stock reverse stock split at a ratio of 100 to 1. The reverse stock splits have been retroactively applied to all common stock, preferred stock, weighted average common stock, and loss per common stock disclosures. | |
Use of Estimate | The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to valuation of assets and liabilities acquired in asset acquisition and reverse recapitalization transactions, useful life and recoverability of long-lived assets, valuation of convertible debenture conversion options, deferred income tax asset valuations, financial instrument valuations, share based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Revenue Recognition | Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The Company derives revenues from the sale of application software, unlimited messaging subscriptions for periods varying from one to twelve months, and arrangements for virtual gifts and access to special features referred to as coin packs. Revenue from the sale of application software is recognized upon download. Revenue from messaging subscriptions is recognized as revenue ratably over the subscription period beginning on the date the service is made available to customers. Revenue from coin packs is recognized on a consumption basis commensurate with the customer utilization of such resources. |
Advertising Costs | The Company’s policy regarding advertising is to expense advertising when incurred. During the year ended December 31, 2014, the Company incurred $254,845 in advertising costs. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. |
Intangible assets | The Company accounts for intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. The Company assesses potential impairments to other intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. |
Intangible assets with estimated lives and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of intangible assets with estimated lives and other long-lived assets is measured by comparing the carrying amount of the asset to its fair value. If the future value of the asset is lower than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value of the asset exceeds the related estimated fair value. | |
Impairment of Long-Lived Assets | The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. |
If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. | |
Stock-based Compensation | The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. |
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of comprehensive loss over the requisite service period. | |
Allowance for Doubtful Accounts | The Company receives revenues from sales of its software application. The Company monitors its outstanding receivables for timely payments and potential collection issues. During the year ended December 31, 2014, the Company did not have any allowance for doubtful accounts. |
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |
Financial Instruments | Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. |
The Company’s financial instruments consist of accounts receivable, accounts payable, promissory notes, and convertible debentures. The fair values of these financial instruments approximate their carrying value, due to their short term nature, and current market rates for similar financial instruments. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. | |
Basic and Diluted Loss Per Share | The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
As of December 31, 2014, there were approximately 27,687,805 potentially dilutive shares outstanding. | |
Income Taxes | The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
In March 2013, ASC guidance was issued related to Foreign Currency Matters to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. There has been no significant impact on the Company’s consolidated financial statements as a result of adoption of this new accounting pronouncement. | |
In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company early adopted this ASU beginning with the year ended December | |
In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The revised guidance is effective for annual fiscal periods beginning after December 15, 2014. Early adoption is permitted. The Company is evaluating the impact the revised guidance will have on its consolidated financial statements. | |
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40). Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosure. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is evaluating the impact the revised guidance will have on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, Revenue Recognition -Construction-Type and Production-Type Contracts”. 2014-09 requires the disclosure of sufficient information to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The Company will also be required to disclose information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. Early adoption is not allowed. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating the impact that the adoption of ASU 2014-09 may have on its consolidated financial statements. | |
5_SHARE_PURCHASE_WARRANTS_Tabl
5. SHARE PURCHASE WARRANTS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Share Purchase Warrants | Weighted Average | ||||||||
Number | Exercise | ||||||||
of | Price | ||||||||
Warrants | $ | ||||||||
Warrants of the Company outstanding and exercisable as at the Merger | 859 | 1,700 | |||||||
Warrants expired during the period | (525 | ) | 1,500 | ||||||
Balance, December 31, 2014 | 334 | 2,000 | |||||||
Share purchase warrants outstanding | Number of Warrants Outstanding and Exercisable | ||||||||
Number | Exercise Price per Share | Expiry Date | |||||||
334 | $ | 2,000 | 10-Jan-15 | ||||||
334 | $ | 2,000 |
7_STOCKBASED_COMPENSATION_Tabl
7. STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Options outstanding | Option Price | |||||||||||||
Expiry Date | Per Share | Number | ||||||||||||
21-Dec-21 | 1,680 | 1,725 | ||||||||||||
21-Jun-22 | 400 | 500 | ||||||||||||
25-Jun-23 | 134 | 850 | ||||||||||||
$ | 1,044 | 3,075 | ||||||||||||
Stock option activity | Number of Options | Weighted Average Exercise Price | Weighted- Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | ||||||||||
$ | $ | |||||||||||||
Outstanding, December 31, 2013 | - | - | - | - | ||||||||||
Exercisable, December 31, 2013 | - | - | - | - | ||||||||||
Stock options of the Company outstanding and exercisable at the Merger | 3,075 | 1,044 | 7.57 | |||||||||||
Outstanding, December 31, 2014 | 3,075 | 1,044 | 7.57 | - | ||||||||||
Exercisable, December 31, 2014 | 3,075 | 1,044 | 7.57 | - |
8_COMMITMENTS_Tables
8. COMMITMENTS (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments Tables | |||||
Commitments | 2015 | ||||
Convertible Notes (1) | 583,744 | ||||
Operating Leases (2) | 5,564 | ||||
Service Contracts (3) | 16,997 | ||||
Employment Agreements (4) | 300,000 | ||||
Promissory Notes (5) | 261,425 | ||||
1,167,730 |
11_CONVERTIBLE_DEBENTURES_Tabl
11. CONVERTIBLE DEBENTURES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Convertible Debt | Issuance | Principal | Discount | Carrying Value | Interest Rate | Maturity Date | |||
a | ) | 2-Apr-13 | 5,054 | - | 5,054 | 0 | % | 2-Jan-14 | |
b | ) | 3-Sep-14 | 44,444 | 22,072 | 22,372 | 12 | % | 3-Sep-15 | |
c | ) | 23-Oct-14 | 58,800 | 50,098 | 8,702 | 8 | % | 21-May-15 | |
c | ) | 21-May-14 | 75,000 | 72,328 | 2,672 | 8 | % | 21-May-15 | |
d | ) | 7-Oct-14 | 75,000 | 73,381 | 1,619 | 8 | % | 7-Oct-15 | |
e | ) | 16-Jun-14 | 4,670 | 2,299 | 2,371 | 8 | % | 18-Mar-15 | |
e | ) | 14-Oct-14 | 43,000 | 41,218 | 1,782 | 8 | % | 16-Jul-15 | |
e | ) | 13-Nov-14 | 43,000 | 37,699 | 5,301 | 8 | % | 7-Aug-15 | |
f | ) | 16-Jun-14 | 29,222 | - | 29,222 | 12 | % | 11-Dec-14 | |
g | ) | 11-Jul-14 | 80,000 | 74,612 | 5,388 | 12 | % | 10-Jul-15 | |
h | ) | 21-Nov-14 | 62,500 | 40,120 | 22,380 | 12 | % | 21-Aug-15 | |
h | ) | 24-Nov-14 | 40,465 | 26,896 | 13,569 | 12 | % | 24-Aug-15 | |
561,155 | 440,723 | 120,432 |
13_MERGER_Tables
13. MERGER (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Merger | |||||
$ | |||||
Preferred shares issued | 68,366 | ||||
Net liabilities acquired | 543,891 | ||||
Adjustment to deficit | 612,257 | ||||
Details of net liabilities acquired: | |||||
Cash | 966 | ||||
Debt issue costs | 13,123 | ||||
Mineral properties | 1,206,011 | ||||
Accounts payable and accrued liabilities | (165,420 | ) | |||
Other | (23,404 | ) | |||
Promissory note | (1,229,728 | ) | |||
Convertible debt | (345,439 | ) | |||
Net liabilities acquired | 543,891 | ||||
14_INCOME_TAXES_Tables
14. INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes Tables | |||||||||
Rate reconciliation | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Net loss before taxes | (3,681,667 | ) | (16,109 | ) | |||||
Statutory rate | 35 | % | 35 | % | |||||
Computed expected tax (recovery) | (1,288,583 | ) | (5,638 | ) | |||||
Amortization of beneficial conversion feature | 479,295 | - | |||||||
Accretion of convertible debt | 409,144 | - | |||||||
Other | 76,087 | - | |||||||
Increase in valuation allowance | 324,057 | 5,638 | |||||||
Reported income taxes | - | – | |||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
$ | $ | ||||||||
Potential deferred tax asset | |||||||||
- Net operating losses | 808,991 | 5,638 | |||||||
-Beneficial conversion feature and other | (479,295 | ) | - | ||||||
-Less valuation allowance | (329,696 | ) | (5,638 | ) | |||||
Net deferred tax assets | - | – | |||||||
1_NATURE_OF_BUSINESS_AND_GOING1
1. NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working Capital Deficiency | $973,154 | |
Deficit | $4,310,032 | ($16,109) |
5_SHARE_PURCHASE_WARRANTS_Shar
5. SHARE PURCHASE WARRANTS - Share Purchase Warrants (Details) (Warrants, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Warrants | |||
Warrants of the Company outstanding and exercisable as at the Merger | 334 | 859 | |
Warrants expired during the period | -525 | ||
Number of Warrants Outstanding | 334 | [1] | |
Weighted Average Exercise Price | |||
Warrants of the Company outstanding and exercisable as at the Merger | $2,000 | $1,700 | |
Warrants expired during the period | $1,500 | ||
Weighted Average Exercise Price Outstanding, Ending | $2,000 | ||
[1] | Expiry date: January 10, 2015 |
5_SHARE_PURCHASE_WARRANTS_Deta
5. SHARE PURCHASE WARRANTS (Details 1) (Warrants, USD $) | Dec. 31, 2014 | |
Warrants | ||
Shares outstanding | 334 | [1] |
Weighted average exercise price of share outstanding | $2,000 | |
[1] | Expiry date: January 10, 2015 |
7_STOCKBASED_COMPENSATION_Deta
7. STOCK-BASED COMPENSATION (Details) (USD $) | Dec. 31, 2014 |
Stock Options One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average exercise price of share outstanding | $1,680 |
Shares outstanding | 1,725 |
Stock Options Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average exercise price of share outstanding | $400 |
Shares outstanding | 500 |
Stock Options Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average exercise price of share outstanding | $134 |
Shares outstanding | 850 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average exercise price of share outstanding | $1,044 |
Shares outstanding | 3,075 |
7_STOCKBASED_COMPENSATION_Stoc
7. STOCK-BASED COMPENSATION - Stock option activity (Details) (Stock Options, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options | ||
Shares outstanding | 3,075 | 0 |
Shares exercisable | 3,075 | 0 |
Stock options of the Company outstanding and exercisable at the Merger | 3,075 | |
Weighted average exercise price of share outstanding | $1,044 | |
Weighted average exercise price of share exercisable | $1,044 | |
Weighted average exercise price stock options of the Company outstanding and exercisable at the Merger | $1,044 | |
Weighted-average remaining contractual term (years) | 7 years 6 months 25 days | |
Aggregate intrinsic value of share outstanding | $0 | |
Aggregate intrinsic value of share exercisable | $0 |
8_COMMITMENTS_Details
8. COMMITMENTS (Details) (USD $) | Dec. 31, 2014 |
Convertible notes | |
Contractual obligations | $583,744 |
Operating Leases | |
Contractual obligations | 5,564 |
Service Contracts | |
Contractual obligations | 16,997 |
Employments Agreements | |
Contractual obligations | 300,000 |
Prommisory Notes (5) | |
Contractual obligations | 261,425 |
Contractual Obligations | |
Contractual obligations | $1,167,730 |
9_RELATED_PARTY_TRANSACTIONS_A1
9. RELATED PARTY TRANSACTIONS AND BALANCES (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Stock subscription receivable | $4,500 |
Amount advanced to CEO | 2,938 |
Management Firm | |
Related party transactions | 2,800 |
Company of common Officers and Directors | |
Related party transactions | 363,866 |
Related party accounts payable | 42,352 |
Current and Former Officers and Directors | |
Related party transactions | 363,334 |
Spouse of Officer | |
Related party transactions | $4,500 |
11_CONVERTIBLE_DEBENTURES_Conv
11. CONVERTIBLE DEBENTURES - Convertible Debt (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Principal | $561,155 |
Discount | 440,723 |
Carrying Value | 120,432 |
2-Apr-13 | |
Issuance | 2-Apr-13 |
Principal | 5,054 |
Discount | 0 |
Carrying Value | 5,054 |
Interest Rate | 0.00% |
Maturity Date | 2-Jan-14 |
3-Sep-14 | |
Issuance | 3-Sep-14 |
Principal | 44,444 |
Discount | 22,072 |
Carrying Value | 22,372 |
Interest Rate | 12.00% |
Maturity Date | 3-Sep-15 |
23-Oct-14 | |
Issuance | 23-Oct-14 |
Principal | 58,800 |
Discount | 50,098 |
Carrying Value | 8,702 |
Interest Rate | 8.00% |
Maturity Date | 21-May-15 |
21-May-14 | |
Issuance | 21-May-14 |
Principal | 75,000 |
Discount | 72,328 |
Carrying Value | 2,672 |
Interest Rate | 8.00% |
Maturity Date | 21-May-15 |
7-Oct-14 | |
Issuance | 7-Oct-14 |
Principal | 75,000 |
Discount | 73,381 |
Carrying Value | 1,619 |
Interest Rate | 8.00% |
Maturity Date | 7-Oct-15 |
16-Jun-14 | |
Issuance | 16-Jun-14 |
Principal | 4,670 |
Discount | 2,299 |
Carrying Value | 2,371 |
Interest Rate | 8.00% |
Maturity Date | 18-Mar-15 |
14-Oct-14 | |
Issuance | 14-Oct-14 |
Principal | 43,000 |
Discount | 41,218 |
Carrying Value | 1,782 |
Interest Rate | 8.00% |
Maturity Date | 16-Jul-15 |
13-Nov-14 | |
Issuance | 13-Nov-14 |
Principal | 43,000 |
Discount | 37,699 |
Carrying Value | 5,301 |
Interest Rate | 8.00% |
Maturity Date | 7-Aug-15 |
16-Jun-14 | |
Issuance | 16-Jun-14 |
Principal | 29,222 |
Discount | 0 |
Carrying Value | 29,222 |
Interest Rate | 12.00% |
Maturity Date | 11-Dec-15 |
11-Jul-14 | |
Issuance | 11-Jul-14 |
Principal | 80,000 |
Discount | 74,612 |
Carrying Value | 5,388 |
Interest Rate | 12.00% |
Maturity Date | 10-Jul-15 |
12-Nov-14 | |
Issuance | 12-Nov-14 |
Principal | 62,500 |
Discount | 40,120 |
Carrying Value | 22,380 |
Interest Rate | 12.00% |
Maturity Date | 21-Aug-14 |
24-Nov-14 | |
Issuance | 24-Nov-14 |
Principal | 40,465 |
Discount | 26,896 |
Carrying Value | $13,569 |
Interest Rate | 12.00% |
Maturity Date | 24-Aug-15 |