Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 29, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'iHookup Social, Inc. | ' |
Entity Central Index Key | '0001414043 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 46,872,968 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONSOLODATED_BALANCE_SHEETS
CONSOLODATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash | $85,979 | ' |
Prepaid expenses (Note 9) | 12,500 | ' |
Total current assets | 98,479 | ' |
Debt issue costs (Note 12) | 33,478 | ' |
Mineral properties (Note 3) | 1,206,011 | ' |
TOTAL ASSETS | 1,337,968 | 0 |
Accounts payable | 327,520 | 16,109 |
Current portion of convertible debentures (Note 12) | 168,505 | ' |
Current portion of promissory note (Note 6) | 324,416 | ' |
Total Current Liabilities | 820,441 | 16,109 |
Convertible debentures (Note 12) | 26,474 | ' |
Promissory note (Note 6) | 942,598 | ' |
Total Liabilities | 1,789,513 | 16,109 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, 50,000,000 shares authorized at par value of $0.0001, 2,500,000 shares issued and outstanding (Note 4) | 250 | ' |
Common stock, 10,000,000,000 shares authorized at par value of $0.0001, 34,479,597 (December 31, 2013-541,250) shares issued and outstanding (Note 4) | 3,447 | 54 |
Additional paid-in capital | 1,088,795 | 4,946 |
Stock subscriptions receivable (Note 9) | -4,500 | -5,000 |
Deficit | -1,539,537 | -16,109 |
Total Stockholders' Deficit | -451,545 | -16,109 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $1,337,968 | $0 |
CONSOLODATED_BALANCE_SHEETS_Pa
CONSOLODATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 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 | 2,500,000 | 0 |
Preferred stock, outstanding shares | 2,500,000 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 3,700,000,000 | 3,700,000,000 |
Common stock, Issued | 34,479,597 | 541,250 |
Common stock, outstanding | 34,479,597 | 541,250 |
CONSOLIDATED_STATEMENT_OF_COMP
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 4 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Income Statement [Abstract] | ' | ' |
REVENUES | $27,208 | $27,208 |
OPERATING EXPENSES | ' | ' |
Accretion and interest expense | 240,718 | 240,718 |
Cost of revenue | 8,162 | 8,162 |
General and administrative (Note 9) | 296,758 | 312,867 |
Financing costs | 6,645 | 6,645 |
Product development | 63,273 | 63,273 |
Sales and marketing | 29,074 | 29,074 |
TOTAL OPERATING EXPENSES | 644,630 | 660,739 |
LOSS FROM OPERATIONS | -617,422 | -660,739 |
OTHER EXPENSES | ' | ' |
Impairment loss (Note 13) | -293,750 | -293,750 |
NET LOSS AND COMPREHENSIVE LOSS | ($911,172) | ($927,281) |
BASIC AND DILUTED LOSS PER SHARE | ($0.05) | ($0.05) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 18,861,990 | 18,861,990 |
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 | ' | ' | ' | ' | ' | ' |
Shares issued for cash, shares | 541,250 | ' | ' | ' | ' | ' |
Shares issued for cash, amount | $54 | ' | $4,946 | ($5,000) | ' | ' |
Net loss | ' | ' | ' | ' | -16,109 | -16,109 |
Ending Balance, Amount at Dec. 31, 2013 | 54 | ' | 4,946 | -5,000 | -16,109 | -16,109 |
Ending Balance, Shares at Dec. 31, 2013 | 541,250 | ' | ' | ' | ' | ' |
Issuance of preferred shares, shares | ' | 58,750 | ' | ' | ' | ' |
Issuance of preferred shares, amount | ' | 1 | 293,749 | ' | ' | 293,750 |
Conversion of preferred shares, shares | 58,750 | -58,750 | ' | ' | ' | ' |
Conversion of preferred shares, amount | 6 | -1 | -5 | ' | ' | ' |
Reverse acquisition transaction, shares | 11,041,292 | 2,500,000 | ' | ' | ' | ' |
Reverse acquisition transaction, amount | 1,103 | 250 | 478,206 | ' | -612,256 | -132,697 |
Share subscribed received | ' | ' | ' | 500 | ' | 500 |
Shares issued for services, shares | 250,000 | ' | ' | ' | ' | ' |
Shares issued for services, amount | 25 | ' | 10,975 | ' | ' | 11,000 |
Conversion of notes, Shares | 22,588,305 | ' | ' | ' | ' | ' |
Convertible notes (net proceeds) | 2,259 | ' | 300,924 | ' | ' | 303,183 |
Net loss | ' | ' | ' | ' | -911,172 | -911,172 |
Ending Balance, Amount at Mar. 31, 2014 | $3,447 | $250 | $1,088,795 | ($4,500) | ($1,539,537) | ($451,545) |
Ending Balance, Shares at Mar. 31, 2014 | 34,479,597 | 2,500,000 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOW (USD $) | 3 Months Ended | 4 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Cash Flows from Operating Activities: | ' | ' |
Net loss | ($911,172) | ($927,281) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ' | ' |
Impairment loss | 293,750 | 293,750 |
Debt issue costs | -20,355 | -20,355 |
Accretion expense | 233,961 | 233,961 |
Shares issued for services | 11,000 | 11,000 |
Changes in Operating Assets and Liabilities | ' | ' |
Decrease (increase) in prepaid expenses | -12,500 | -12,500 |
Increase (decrease) in accounts payable | 152,863 | 168,972 |
Net Cash Used in Operating Activities | -252,453 | -252,453 |
Cash Flows provided by Investing Activities: | ' | ' |
Cash acquired in the Merger | 966 | 966 |
Net Cash Provided by Investing Activities | 966 | 966 |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from convertible debentures (net) | 336,966 | 336,966 |
Share subscriptions received | 500 | 500 |
Net Cash Provided by Financing Activities | 337,466 | 337,466 |
Net Increase (Decrease) in Cash | 85,979 | 85,979 |
Cash- Beginning | ' | ' |
Cash- Ending | 85,979 | 85,979 |
Supplemental Cash Flow Information: | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for income taxes | ' | ' |
Non-cash Investing and Financing Items: | ' | ' |
Shares issued for conversion of debt (net) | $303,183 | $303,183 |
NATURE_OF_BUSINESS_AND_GOING_C
NATURE OF BUSINESS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NATURE OF BUSINESS AND GOING CONCERN | ' |
1. NATURE OF BUSINESS AND GOING CONCERN | |
iHookup Social, Inc. (a development stage company), a Nevada corporation, formerly known as Titan Iron Ore Corp., a Nevada corporation (the “Company”), was incorporated in the State of Nevada on June 5, 2007. The Company’s plan after its incorporation on June 5, 2007 was to produce user-friendly software that creates interactive digital yearbook software for schools. The Company produced nominal revenues 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. | |
As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 6, 2014, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) on February 3, 2014 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 600,000 (12,000,000 pre-split) shares of outstanding common stock for 2,500,000 (50,000,000 pre-split) shares of the Company’s designated Series A Preferred Stock. | |
The transaction was regarded as a reverse merger (the “Merger”) whereby iHookup-DE was considered to be the accounting acquirer as its management retained control of the Company after the Merger. During the period ended March 31, 2014, the Merger was completed (see Note 14) and as a result, iHookup-DE acquired the net liabilities of the Company. The Company has discontinued its prior operations in mineral exploration and subsequent to period-end has conveyed all rights to its mineral properties to settle the outstanding promissory note payable. | |
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 (“GPS”) 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 March 31, 2014 the Company has a working capital deficiency of $721,962 and has accumulated losses of $1,539,537 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. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | |
These consolidated financial statements include the accounts of iHookup Social, Inc. and its wholly owned subsidiary, iHookup-DE (see Note 14). | |
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. | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto. | |
On April 29, 2014, the Company completed a 20 for 1 common stock and preferred stock reverse stock split at a ratio of 20 to 1; the reverse stock split has 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 revenue recognition, useful life and recoverability of long-lived assets, valuation of mineral properties, 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 | |
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. | |
Advertising Costs | |
The Company’s policy regarding advertising is to expense advertising when incurred. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. | |
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 operations over the requisite service period. | |
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. | |
Mineral Property Costs | |
Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are capitalized. The Company assesses the carrying costs for impairment, whenever events or changes in circumstances indicate that the carrying cost may not be recoverable under ASC 360, Property, Plant, and Equipment at each reporting date. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, will be capitalized. Such costs will be amortized using the units-of-production method over the estimated recoverable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. During the period ended March 31, 2014 the Company did not pursue any mineral property exploration activity. | |
Asset Retirement Obligations | |
The Company records asset retirement obligations in accordance with ASC 410-20, Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset. ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. | |
As at March 31, 2014, the Company has not incurred any asset retirement obligation related to the exploration of its mineral property exploration activity. | |
Comprehensive Loss | |
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. During the periods ended March 31, 2014 and December 31, 2013, the Company had no items that represent other comprehensive income. | |
Financial Instruments | |
FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value 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. Valuation techniques used to measure fair value, as required by ASC 820, must maximize the use of observable inputs and minimize the use of unobservable inputs. | |
The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The carrying values of cash, accounts payable, and due to related parties approximate fair values because of the short-term maturity of these instruments. The fair value of the Company’s promissory note approximates carrying value as the underlying imputed interest rate approximates the estimated market rate. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. | |
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. Shares underlying these securities totaled approximately 418,350 as of March 31, 2014. | |
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. | |
Recent Accounting Pronouncements | |
Foreign Currency Matters | |
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 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. |
MINERAL_PROPERTIES
MINERAL PROPERTIES | 3 Months Ended |
Mar. 31, 2014 | |
Extractive Industries [Abstract] | ' |
MINERAL PROPERTIES | ' |
3. 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 14, 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 against which Wyoming Iron Complex was settled against after period-end as per Note 15) exceeded the carrying value at March 31, 2014. |
COMMON_STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
COMMON STOCK | ' |
4. COMMON STOCK | |
Issued during 2014: | |
During the three month period ended March 31, 2014, the Company issued 22,588,305 shares of common stock to various convertible note holders for full and partial conversion of the notes (Note 12). | |
During the three month period ended March 31, 2014, the Company issued 250,000 shares of common stock to a consultant in exchange for investor relations services. | |
On January 18, 2014, the Company designated 4,000,000 shares of its authorized 50,000,000 shares of Preferred Stock as “Series A Preferred Stock”. Each share of Series A Preferred Stock is convertible into such number of shares of common stock as is determined by dividing the Series A Original Issue Price by $5.00 ($0.25 pre-split). Each holder of Series A Preferred Stock is entitled to cast votes equal to nine 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. |
SHARE_PURCHASE_WARRANTS
SHARE PURCHASE WARRANTS | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Notes to Financial Statements | ' | ||||||||||
SHARE PURCHASE WARRANTS | ' | ||||||||||
5. SHARE PURCHASE WARRANTS | |||||||||||
Weighted Average | |||||||||||
Number of | Exercise | ||||||||||
Warrants | Price | ||||||||||
$ | |||||||||||
Balance, December 31, 2013 | — | - | |||||||||
Warrants of the Company outstanding and exercisable as at the Merger | 85,850 | 17 | |||||||||
Balance, March 31, 2014 | 85,850 | 17 | |||||||||
Details of share purchase warrants outstanding as of March 31, 2014 are: | |||||||||||
Number of Warrants Outstanding and Exercisable | |||||||||||
Number | Exercise Price per Share | Expiry Date | |||||||||
52,500 | $ | 15 | 20-Jun-14 | ||||||||
33,350 | $ | 20 | 10-Jan-15 | ||||||||
85,850 | $ | 17 | |||||||||
PROMISSORY_NOTE
PROMISSORY NOTE | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Debt Disclosure [Abstract] | ' | ||||
PROMISSORY NOTE | ' | ||||
6. PROMISSORY NOTE | |||||
As part of the Merger described in Note 14, the Company acquired a Promissory Note due to Wyomex Limited Liability Company (“Wyomex”). As of March 31, 2014, the carrying value of the Promissory Note is $1,191,253. | |||||
At March 31, 2014, estimated contractual principal payments due on Promissory Note for the next five years as per the agreement are as follows: | |||||
30-Sep-14 | 257,911 | ||||
30-Sep-15 | 133,842 | ||||
30-Sep-16 | 137,209 | ||||
30-Sep-17 | 140,660 | ||||
30-Sep-18 | 144,199 | ||||
Total | $ | 813,821 | |||
During the period ending March 31, 2014, the Company entered into an arrangement to settle the Promissory Note by conveying certain properties described in Note 3 to Wyomex. Subsequent to period-end this transaction was completed. (See Note 15.) |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||||
7. STOCK-BASED COMPENSATION | ||||||||||||||||
On November 22, 2011, the Board of Directors 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 497,370,common shares of the Company. | ||||||||||||||||
The following table summarizes the options outstanding under the 2011 Stock Option Plan as of March 31, 2014: | ||||||||||||||||
Option Price | ||||||||||||||||
Expiry Date | Per Share | Number | ||||||||||||||
21-Dec-21 | $ | 16.8 | 123,500 | |||||||||||||
21-Dec-14 | 16.8 | 25,000 | ||||||||||||||
21-Jun-22 | 4 | 50,000 | ||||||||||||||
25-Jun-23 | 1.34 | 85,000 | ||||||||||||||
$ | 11 | 332,500 | ||||||||||||||
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 12,067,859 shares of common stock (post-split) 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 March 31, 2014, no options have been awarded under the 2014 Plan. | ||||||||||||||||
The following table summarizes the continuity of the Company’s stock options: | ||||||||||||||||
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 | 332,500 | 11 | 7.77 | |||||||||||||
Outstanding, March 31, 2014 | 332,500 | 11 | 7.66 | - | ||||||||||||
Exercisable, March 31, 2014 | 332,500 | 11 | 7.66 | - | ||||||||||||
COMMITMENTS
COMMITMENTS | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||
COMMITMENTS | ' | ||||||||
8. COMMITMENTS | |||||||||
The following table summarizes our significant contractual obligations as of March 31, 2014: | |||||||||
2014 | 2015 | ||||||||
Convertible Notes 1 | 377,893 | 382,407 | |||||||
Operating Leases 2 | 9,969 | 5,564 | |||||||
Service Contracts 3 | 26,991 | 6,497 | |||||||
Employment Agreements 4 | 225,000 | 300,000 | |||||||
639,853 | 694,467 | ||||||||
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. | |||||||||
4 Employment agreements with related parties. |
RELATED_PARTY_TRANSACTIONS_AND
RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS AND BALANCES | ' |
9. RELATED PARTY TRANSACTIONS AND BALANCES | |
During the three months ended March 31, 2014, the Company incurred $68,159 (2013: $nil) in salaries and management fees to current and former officers and directors with such costs being recorded as general and administrative expenses. As of March 31, 2014 owed $Nil to officers and directors (December 31, 2013: $nil) for unpaid fees and unreimbursed expenses. | |
During the three months ended March 31, 2014, the Company incurred $58,897 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. As of March 31, 2014 the Company advanced $12,500 (December 31, 2014: $Nil) to this Company for these services. | |
During the three months ended March 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. | |
As of March 31, 2014, the Company had a stock subscription receivable totalling $4,500 from an officer and director and from a company with an officer and director in common. | |
The above transactions were recorded at their exchange amounts, being the amounts agreed by the related parties. |
FAIR_VALUE_MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
FAIR VALUE MEASUREMENT | ' | |||||||||||||||
10. FAIR VALUE MEASUREMENTS | ||||||||||||||||
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 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 note and convertible debentures approximates carrying value as the underlying imputed interest rate approximates the estimated current market rate for similar instruments. | ||||||||||||||||
Assets measured at fair value on a recurring and nonrecurring basis were presented on the Company’s balance sheet as of March 31, 2014, as follows: | ||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Significant | ||||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
For Identical | Observable | Unobservable | Balance as of | |||||||||||||
Instruments | Inputs | Inputs | December 31, | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2013 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Assets: | ||||||||||||||||
Cash (recurring basis) | 85,979 | – | – | 85,979 | ||||||||||||
Mineral properties (nonrecurring basis) (Note 3) | – | – | 1,206,011 | 1,206,011 | ||||||||||||
As of March 31, 2014, there were no liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet. | ||||||||||||||||
CONVERTIBLE_DEBENTURES
CONVERTIBLE DEBENTURES | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
CONVERTIBLE DEBENTURES | ' | |||||||||||||
12. CONVERTIBLE DEBENTURES | ||||||||||||||
Issuance | Principal | Discount | Carrying Value | Interest Rate | Maturity Date | |||||||||
a | ) | 17-Oct-13 | 27,500 | 7,219 | 20,281 | 8 | % | 16-Jul-14 | ||||||
a | ) | 24-Feb-14 | 63,000 | 61,872 | 1,128 | 8 | % | 26-Nov-14 | ||||||
b | ) | 4-Nov-13 | 15,000 | 8,753 | 6,247 | 6 | % | 4-Nov-15 | ||||||
b | ) | 9-Dec-13 | 20,000 | 12,050 | 7,950 | 6 | % | 5-Dec-15 | ||||||
b | ) | 6-Feb-14 | 25,000 | 24,056 | 944 | 8 | % | 6-Feb-15 | ||||||
b | ) | 17-Feb-14 | 21,000 | 18,295 | 2,705 | 8 | % | 17-Feb-15 | ||||||
c | ) | 2-Apr-13 | 235,000 | 216,750 | 18,250 | 0 | % | 2-Jan-13 | ||||||
d | ) | 2-Oct-13 | 76,500 | 20,152 | 56,348 | 12 | % | 18-Sep-14 | ||||||
e | ) | 26-Jun-13 | 83,333 | 64,390 | 18,943 | 12 | % | 26-Jun-14 | ||||||
e | ) | 26-Sep-13 | 27,778 | 20,052 | 7,726 | 12 | % | 26-Sep-14 | ||||||
e | ) | 9-Dec-13 | 27,778 | 20,824 | 6,954 | 12 | % | 9-Dec-14 | ||||||
f | ) | 4-Nov-13 | 15,000 | 6,372 | 8,628 | 6 | % | 4-Nov-15 | ||||||
f | ) | 6-Feb-14 | 25,000 | 24,056 | 944 | 8 | % | 6-Feb-15 | ||||||
f | ) | 6-Feb-14 | 7,267 | 6,799 | 468 | 8 | % | 6-Feb-15 | ||||||
f | ) | 17-Feb-14 | 21,000 | 18,295 | 2,705 | 8 | % | 17-Feb-15 | ||||||
f | ) | 17-Feb-14 | 50,000 | 43,560 | 6,440 | 8 | % | 17-Feb-15 | ||||||
f | ) | 18-Mar-14 | 50,000 | 49,354 | 646 | 8 | % | 18-Mar-15 | ||||||
g | ) | 5-Mar-14 | 55,000 | 53,668 | 1,332 | 8 | % | 7-Sep-14 | ||||||
g | ) | 5-Mar-14 | 90,000 | 64,305 | 25,695 | 8 | % | 7-Sep-14 | ||||||
h | ) | 18-Mar-14 | 50,000 | 49,354 | 646 | 8 | % | 18-Mar-15 | ||||||
985,156 | 790,176 | 194,979 | ||||||||||||
a) | The Company entered into several convertible promissory notes (“Asher Notes”) with Asher Enterprises Inc. (“Asher”). 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 60% of the average price of the lowest 5 day trading days during the 10 trading days preceding the conversion. The Asher Notes cannot be converted, to the extent that Asher Enterprises Inc. and its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock. | |||||||||||||
The convertible debenture may be repaid by the Company as follows: | ||||||||||||||
· | Outstanding principal multiplied by 130% together with accrued interest and unpaid interest thereon if prepaid within a period of 60 days beginning on the issuance date; | |||||||||||||
· | Outstanding principal multiplied by 135% 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 140% 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 150% 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; | |||||||||||||
· | Outstanding principal multiplied by 175% 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 22% per annum and the Asher 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. | |||||||||||||
b) | The Company entered into four convertible promissory notes (“GEL Notes”) with GEL Properties, LLC (“GEL”). 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 60% of the lowest closing bid price during the 5 trading days preceding the conversion. The GEL Notes cannot be converted, to the extent that GEL would beneficially own in excess of 4.99% of the Company’s outstanding common stock. | |||||||||||||
The convertible debenture may be repaid by the Company as follows: | ||||||||||||||
· | Outstanding principal multiplied by 130% together with accrued interest and unpaid interest thereon if prepaid within a period of 90 days beginning on the issuance date; | |||||||||||||
· | Outstanding principal multiplied by 140% 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 180 days following the issuance date; | |||||||||||||
· | 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 24% per annum and the GEL Notes becomes immediately due and payable. | |||||||||||||
c) | 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. | ||||||||||||||
d) | The Company entered into a convertible promissory note (“Hanover Note”) with Hanover Holdings I, LLC (“Hanover”). 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 60% of the lowest VWAP (“Variable Weighted Average Price”) price during the 5 trading days preceding the conversion. The Hanover Note cannot be converted, to the extent that Hanover would beneficially own in excess of 4.99% of the Company’s outstanding common stock. | |||||||||||||
The convertible debenture may be repaid by the Company as follows: | ||||||||||||||
· | Outstanding principal multiplied by 130% together with accrued interest and unpaid interest thereon if prepaid within a period of 180 days beginning on the issuance 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 GEL Notes becomes immediately due and payable. | |||||||||||||
e) | During the period 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 will be applied to the principal balance for the first 90 days after cash advance. After the first 90 days, an interest charge of 12% will be immediately applied to the principal and the 10% upfront fee. | |||||||||||||
On delivery of consideration, 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 trade price in the 25 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. | ||||||||||||||
f) | The Company entered into a convertible promissory note (“LG Note”) with LG Properties, 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 two lowest closing bid prices during the 5 trading days preceding the conversion. The LG Note cannot be converted, to the extent that LG would beneficially own in excess of 4.99% of the Company’s outstanding common stock. | |||||||||||||
The convertible debenture may be repaid by the Company as follows: | ||||||||||||||
· | Outstanding principal multiplied by 130% together with accrued interest and unpaid interest thereon if prepaid within a period of 90 days beginning on the issuance date; | |||||||||||||
· | Outstanding principal multiplied by 140% 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 180 days following the issuance date; | |||||||||||||
· | 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 24% per annum and the LG Notes becomes immediately due and payable. | |||||||||||||
g) | During the 3-months ended March 31, 2014 the Company entered into 2 convertible debentures agreements with Beaufort Ventures, PLC (“Beaufort”). 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 lowest intra-day trading price during the 10 trading days preceding the conversion date. Interest on any unpaid principal balance of this Note shall be repaid at the rate of 8% per annum. | |||||||||||||
The convertible debenture may be repaid by the Company as follows: | ||||||||||||||
· | Outstanding principal multiplied by 130% together with accrued interest and unpaid interest thereon if prepaid within a period of 90 days beginning on the issuance date; | |||||||||||||
· | Outstanding principal multiplied by 140% 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 180 days following the issuance date; | |||||||||||||
h) | During the 3-months ended March 31, 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 fifteen closing bid prices preceding the conversion. | |||||||||||||
The convertible debenture may be repaid by the Company as follows: | ||||||||||||||
· | Outstanding principal multiplied by 150% together with accrued interest and unpaid interest thereon if prepaid within a period of 181 days beginning on the issuance date; | |||||||||||||
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, 2013 the conversion features would not meet derivative classification. | ||||||||||||||
At March 31, 2014, the convertible debentures are unsecured. During the three months ended March 31, 2014, $303,183 of convertible debentures were settled by issuing 22,588,305 shares of common stock of the Company. | ||||||||||||||
During the three months ended March 31, 2014, $190,000 of convertible debentures were settled through payment of cash and issuance of new convertible debentures. | ||||||||||||||
During the three months ended March 31, 2014, the Company incurred $nil in transaction costs in connection with the issuance of the convertible debentures, which has been recorded as a reduction to the carrying values of convertible debentures. |
ASSET_PURCHASE_AGREEMENT
ASSET PURCHASE AGREEMENT | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
ASSET PURCHASE AGREEMENT | ' |
13. 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 58,750 (1,175,000 pre-split) shares of its Series A Preferred Stock. Subsequent to the purchase, the assets were considered impaired, resulting in an impairment loss. On February 3, 2014, as part of the Merger described in Note 14, 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. |
MERGER
MERGER | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
MERGER | ' | ||||
14. MERGER | |||||
As previously reported in the Current Report on Form 8-K filed with the SEC on February 6, 2014, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) on February 3, 2014 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 600,000 (12,000,000 pre-split) shares of outstanding common stock for 2,500,000 (50,000,000 pre-split) 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 our 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 | 475,525 | ||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | |
Mar. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
SUBSEQUENT EVENTS | ' | |
15. SUBSEQUENT EVENTS | ||
a) | Subsequent to March 31, 2014 the Company obtained proceeds of $195,000 for various convertible debenture agreements (“Debentures”) entered into with face value totaling $195,000, 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 $18,750 in legal and other expenses in connection with these debentures. | |
b) | Subsequent to the March 31, 2014, the Company settled the outstanding promissory note (see Note 6) by transferring the Strong Creek and Iron Mountain Properties (see Note 3) to the promissory note holder. | |
c) | Subsequent to March 31, 2014 the Company issued 13,585,021 shares in connection with conversion of convertible notes in the amount of $247,645. | |
d) | Subsequent to March 31, 2014 the Company effected a 20:1 reverse stock split. (See Note 2). | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
These consolidated financial statements include the accounts of iHookup Social, Inc. and its wholly owned subsidiary, iHookup-DE (see Note 14). | |
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. | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto. | |
On April 29, 2014, the Company completed a 20 for 1 common stock and preferred stock reverse stock split at a ratio of 20 to 1; the reverse stock split has been retroactively applied to all common stock, preferred stock, weighted average common stock, and loss per common stock disclosures. | |
Use of Estimate | ' |
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 revenue recognition, useful life and recoverability of long-lived assets, valuation of mineral properties, 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 Recognition | |
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. | |
Advertising Costs | ' |
Advertising Costs | |
The Company’s policy regarding advertising is to expense advertising when incurred. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. | |
Impairment of Long-Lived Assets | ' |
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 | ' |
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 operations over the requisite service period. | |
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. | |
Mineral Property Costs | ' |
Mineral Property Costs | |
Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are capitalized. The Company assesses the carrying costs for impairment, whenever events or changes in circumstances indicate that the carrying cost may not be recoverable under ASC 360, Property, Plant, and Equipment at each reporting date. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, will be capitalized. Such costs will be amortized using the units-of-production method over the estimated recoverable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. During the period ended March 31, 2014 the Company did not pursue any mineral property exploration activity. | |
Asset Retirement Obligations | ' |
Asset Retirement Obligations | |
The Company records asset retirement obligations in accordance with ASC 410-20, Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset. ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. | |
As at March 31, 2014, the Company has not incurred any asset retirement obligation related to the exploration of its mineral property exploration activity. | |
Comprehensive Loss | ' |
Comprehensive Loss | |
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. During the periods ended March 31, 2014 and December 31, 2013, the Company had no items that represent other comprehensive income. | |
Financial Instruments | ' |
Financial Instruments | |
FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value 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. Valuation techniques used to measure fair value, as required by ASC 820, must maximize the use of observable inputs and minimize the use of unobservable inputs. | |
The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The carrying values of cash, accounts payable, and due to related parties approximate fair values because of the short-term maturity of these instruments. The fair value of the Company’s promissory note approximates carrying value as the underlying imputed interest rate approximates the estimated market rate. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. | |
Basic and Diluted Loss Per Share | ' |
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. Shares underlying these securities totaled approximately 418,350 as of March 31, 2014. | |
Income Taxes | ' |
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. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Foreign Currency Matters | |
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 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. |
SHARE_PURCHASE_WARRANTS_Tables
SHARE PURCHASE WARRANTS (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Notes to Financial Statements | ' | ||||||||||
Share Purchase Warrants | ' | ||||||||||
Weighted Average | |||||||||||
Number of | Exercise | ||||||||||
Warrants | Price | ||||||||||
$ | |||||||||||
Balance, December 31, 2013 | — | - | |||||||||
Warrants of the Company outstanding and exercisable as at the Merger | 85,850 | 17 | |||||||||
Balance, March 31, 2014 | 85,850 | 17 | |||||||||
Share purchase warrants outstanding | ' | ||||||||||
Number of Warrants Outstanding and Exercisable | |||||||||||
Number | Exercise Price per Share | Expiry Date | |||||||||
52,500 | $ | 15 | 20-Jun-14 | ||||||||
33,350 | $ | 20 | 10-Jan-15 | ||||||||
85,850 | $ | 17 | |||||||||
PROMISSORY_NOTE_Tables
PROMISSORY NOTE (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Debt Disclosure [Abstract] | ' | ||||
Principal payments due on the promissory note | ' | ||||
30-Sep-14 | 257,911 | ||||
30-Sep-15 | 133,842 | ||||
30-Sep-16 | 137,209 | ||||
30-Sep-17 | 140,660 | ||||
30-Sep-18 | 144,199 | ||||
Total | $ | 813,821 |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Options outstanding | ' | |||||||||||||||
Option Price | ||||||||||||||||
Expiry Date | Per Share | Number | ||||||||||||||
21-Dec-21 | $ | 16.8 | 123,500 | |||||||||||||
21-Dec-14 | 16.8 | 25,000 | ||||||||||||||
21-Jun-22 | 4 | 50,000 | ||||||||||||||
25-Jun-23 | 1.34 | 85,000 | ||||||||||||||
$ | 11 | 332,500 | ||||||||||||||
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 | 332,500 | 11 | 7.77 | |||||||||||||
Outstanding, March 31, 2014 | 332,500 | 11 | 7.66 | - | ||||||||||||
Exercisable, March 31, 2014 | 332,500 | 11 | 7.66 | - |
FAIR_VALUE_MEASUREMENT_Tables
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair value on recurring and nonrecurring basis | ' | |||||||||||||||
Fair Value Measurements Using | ||||||||||||||||
Quoted Prices in | ||||||||||||||||
Significant | ||||||||||||||||
Active Markets | Other | Significant | ||||||||||||||
For Identical | Observable | Unobservable | Balance as of | |||||||||||||
Instruments | Inputs | Inputs | December 31, | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2013 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Assets: | ||||||||||||||||
Cash (recurring basis) | 85,979 | – | – | 85,979 | ||||||||||||
Mineral properties (nonrecurring basis) (Note 3) | – | – | 1,206,011 | 1,206,011 |
CONVERTIBLE_DEBENTURES_Tables
CONVERTIBLE DEBENTURES (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Convertible Debt | ' | |||||||||||||
Issuance | Principal | Discount | Carrying Value | Interest Rate | Maturity Date | |||||||||
a | ) | 17-Oct-13 | 27,500 | 7,219 | 20,281 | 8 | % | 16-Jul-14 | ||||||
a | ) | 24-Feb-14 | 63,000 | 61,872 | 1,128 | 8 | % | 26-Nov-14 | ||||||
b | ) | 4-Nov-13 | 15,000 | 8,753 | 6,247 | 6 | % | 4-Nov-15 | ||||||
b | ) | 9-Dec-13 | 20,000 | 12,050 | 7,950 | 6 | % | 5-Dec-15 | ||||||
b | ) | 6-Feb-14 | 25,000 | 24,056 | 944 | 8 | % | 6-Feb-15 | ||||||
b | ) | 17-Feb-14 | 21,000 | 18,295 | 2,705 | 8 | % | 17-Feb-15 | ||||||
c | ) | 2-Apr-13 | 235,000 | 216,750 | 18,250 | 0 | % | 2-Jan-13 | ||||||
d | ) | 2-Oct-13 | 76,500 | 20,152 | 56,348 | 12 | % | 18-Sep-14 | ||||||
e | ) | 26-Jun-13 | 83,333 | 64,390 | 18,943 | 12 | % | 26-Jun-14 | ||||||
e | ) | 26-Sep-13 | 27,778 | 20,052 | 7,726 | 12 | % | 26-Sep-14 | ||||||
e | ) | 9-Dec-13 | 27,778 | 20,824 | 6,954 | 12 | % | 9-Dec-14 | ||||||
f | ) | 4-Nov-13 | 15,000 | 6,372 | 8,628 | 6 | % | 4-Nov-15 | ||||||
f | ) | 6-Feb-14 | 25,000 | 24,056 | 944 | 8 | % | 6-Feb-15 | ||||||
f | ) | 6-Feb-14 | 7,267 | 6,799 | 468 | 8 | % | 6-Feb-15 | ||||||
f | ) | 17-Feb-14 | 21,000 | 18,295 | 2,705 | 8 | % | 17-Feb-15 | ||||||
f | ) | 17-Feb-14 | 50,000 | 43,560 | 6,440 | 8 | % | 17-Feb-15 | ||||||
f | ) | 18-Mar-14 | 50,000 | 49,354 | 646 | 8 | % | 18-Mar-15 | ||||||
g | ) | 5-Mar-14 | 55,000 | 53,668 | 1,332 | 8 | % | 7-Sep-14 | ||||||
g | ) | 5-Mar-14 | 90,000 | 64,305 | 25,695 | 8 | % | 7-Sep-14 | ||||||
h | ) | 18-Mar-14 | 50,000 | 49,354 | 646 | 8 | % | 18-Mar-15 | ||||||
985,156 | 790,176 | 194,979 |
COMMITMENTS_Tables
COMMITMENTS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Commitments Tables | ' | ||||||||
Commitments | ' | ||||||||
2014 | 2015 | ||||||||
Convertible Notes 1 | 377,893 | 382,407 | |||||||
Operating Leases 2 | 9,969 | 5,564 | |||||||
Service Contracts 3 | 26,991 | 6,497 | |||||||
Employment Agreements 4 | 225,000 | 300,000 | |||||||
639,853 | 694,467 |
MERGER_Tables
MERGER (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Merger | ' | ||||
$ | |||||
Preferred shares issued | 68,366 | ||||
Net liabilities acquired | (543,891 | ) | |||
Adjustment to deficit | 475,525 |
NATURE_OF_BUSINESS_AND_GOING_C1
NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) (USD $) | Mar. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Working Capital Deficiency | $721,962 |
Accumulated losses | $1,539,537 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Anti Dilutive securities outstanding | 418,350 |
COMMON_STOCK_Details_Narrative
COMMON STOCK (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Series A Preferred Stock | Common Stock | |||
Conversion of notes, Shares | ' | ' | ' | 22,588,305 |
Shares issued for services, shares | ' | ' | ' | 250,000 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 | 4,000,000 | ' |
Issue price | $5 | ' | ' | ' |
Pre-split issue price | $0.25 | ' | ' | ' |
SHARE_PURCHASE_WARRANTS_Share_
SHARE PURCHASE WARRANTS - Share Purchase Warrants (Details) (Warrants, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Warrants | ' |
Number of Options | ' |
Number of Warrants Outstanding, Beginning | ' |
Number of Warrants Granted with merger | 85,850 |
Number of Warrants Outstanding | 85,850 |
Weighted Average Exercise Price | ' |
Weighted Average Exercise Price Outstanding, Ending | $17 |
SHARE_PURCHASE_WARRANTS_Detail
SHARE PURCHASE WARRANTS (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Warrant One [Member] | ' | ' |
Shares outstanding | 52,500 | ' |
Weighted average exercise price of share outstanding | $15 | ' |
Expiry date | 20-Jun-14 | ' |
Warrant Two [Member] | ' | ' |
Shares outstanding | 33,350 | ' |
Weighted average exercise price of share outstanding | $20 | ' |
Expiry date | 10-Jan-15 | ' |
Warrants | ' | ' |
Shares outstanding | 85,850 | ' |
Weighted average exercise price of share outstanding | $17 | ' |
PROMISSORY_NOTE_Details_Narrat
PROMISSORY NOTE (Details Narrative) (Promissory note, USD $) | Mar. 31, 2014 |
Promissory note | ' |
Notes Payable | $1,191,253 |
PROMISSORY_NOTE_Details
PROMISSORY NOTE (Details) (Promissory Note, USD $) | Mar. 31, 2014 |
Promissory Note | ' |
Summary of estimated contractual principal payments due on the promissory note for the next five years | ' |
30-Sep-14 | $257,911 |
30-Sep-15 | 133,842 |
30-Sep-16 | 137,209 |
30-Sep-17 | 140,660 |
30-Sep-18 | 144,199 |
Total | $813,821 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details Narrative) | Mar. 31, 2014 | Nov. 22, 2011 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Shares authorized by plan | 12,067,859 | 497,370 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details) (USD $) | Mar. 31, 2014 |
Stock Options One [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expiry date | 21-Dec-21 |
Weighted average exercise price of share outstanding | $16.80 |
Shares outstanding | 123,500 |
Stock Options Two [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expiry date | 21-Dec-14 |
Weighted average exercise price of share outstanding | $16.80 |
Shares outstanding | 25,000 |
Stock Options Three [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expiry date | 21-Jun-22 |
Weighted average exercise price of share outstanding | $4 |
Shares outstanding | 50,000 |
Stock Options Four [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expiry date | 25-Jun-23 |
Weighted average exercise price of share outstanding | $1.34 |
Shares outstanding | 85,000 |
Stock Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Weighted average exercise price of share outstanding | $11 |
Shares outstanding | 332,500 |
STOCKBASED_COMPENSATION_Stock_
STOCK-BASED COMPENSATION - Stock option activity (Details) (Stock Options, USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Stock Options | ' | ' |
Shares granted | 332,500 | ' |
Shares outstanding | 332,500 | ' |
Shares exercisable | 332,500 | ' |
Weighted average exercise price of share outstanding | $11 | ' |
Weighted average exercise price of share granted | $11 | ' |
Weighted average exercise price of share exercisable | $11 | ' |
Weighted-average remaining contractual term (years) of share outstanding | '7 years 6 months 6 days | ' |
Weighted-average remaining contractual term (years) of share granted | '7 years 7 months 7 days | ' |
Weighted-average remaining contractual term (years) of share exercisable | '7 years 6 months 6 days | ' |
Aggregate intrinsic value of share outstanding | ' | ' |
Aggregate intrinsic value of share exercisable | ' | ' |
COMMITMENTS_Details_Narrative
COMMITMENTS (Details Narrative) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
Convertible notes | ' | ' |
Contractual obligations | $382,407 | $377,893 |
Operating Leases | ' | ' |
Contractual obligations | 5,564 | 9,969 |
Service Contracts | ' | ' |
Contractual obligations | 6,497 | 26,991 |
Employments Agreements | ' | ' |
Contractual obligations | 300,000 | 225,000 |
Contractual Obligations | ' | ' |
Contractual obligations | $694,467 | $639,853 |
RELATED_PARTY_TRANSACTIONS_AND1
RELATED PARTY TRANSACTIONS AND BALANCES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Current and Former Officers and Directors | Services | Management Firm | |||
General and Administrative Expenses | ' | ' | $68,159 | $58,897 | $2,800 |
Accrued fees | ' | ' | ' | 12,500 | ' |
Stock Subscription receivable | $4,500 | $5,000 | ' | ' | ' |
FAIR_VALUE_MEASUREMENT_Details
FAIR VALUE MEASUREMENT (Details) (USD $) | Mar. 31, 2014 |
Fair Value Inputs Level1 [Member] | ' |
Assets | ' |
Cash | $85,979 |
Fair Value Inputs Level2 [Member] | ' |
Assets | ' |
Cash | 0 |
Fair Value Inputs Level3 [Member] | ' |
Assets | ' |
Cash | 0 |
Mineral Properties | 1,206,011 |
Fair Value Measurements Recurring [Member] | ' |
Assets | ' |
Cash | 85,979 |
Mineral Properties | $1,206,011 |
CONVERTIBLE_DEBENTURES_Convert
CONVERTIBLE DEBENTURES - Convertible Debt (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Principal | $26,474 |
Stock issued for debt | 22,588,305 |
Payment of convertible debentures | 303,183 |
17-Oct-13 | ' |
Issuance | 17-Oct-13 |
Principal | 27,500 |
Discount | 7,219 |
Carrying Value | 20,281 |
Interest Rate | 8.00% |
Maturity Date | 16-Jul-14 |
24-Feb-14 | ' |
Issuance | 24-Feb-14 |
Principal | 63,000 |
Discount | 61,872 |
Carrying Value | 1,128 |
Interest Rate | 8.00% |
Maturity Date | 26-Feb-14 |
November 4, 2014 (1) | ' |
Issuance | 4-Nov-13 |
Principal | 15,000 |
Discount | 8,753 |
Carrying Value | 6,247 |
Interest Rate | 6.00% |
Maturity Date | 4-Nov-15 |
December 9, 2013 (1) | ' |
Issuance | 9-Dec-13 |
Principal | 20,000 |
Discount | 12,050 |
Carrying Value | 7,950 |
Interest Rate | 6.00% |
Maturity Date | 5-Dec-15 |
February 6, 2014 (1) | ' |
Issuance | 6-Feb-14 |
Principal | 25,000 |
Discount | 24,056 |
Carrying Value | 944 |
Interest Rate | 8.00% |
Maturity Date | 6-Feb-15 |
17-Feb-14 | ' |
Issuance | 17-Feb-14 |
Principal | 21,000 |
Discount | 18,295 |
Carrying Value | 2,705 |
Interest Rate | 8.00% |
Maturity Date | 17-Feb-15 |
2-Apr-13 | ' |
Issuance | 2-Apr-13 |
Principal | 235,000 |
Discount | 216,750 |
Carrying Value | 18,250 |
Interest Rate | 0.00% |
Maturity Date | 2-Jan-13 |
2-Oct-13 | ' |
Issuance | 2-Oct-13 |
Principal | 76,500 |
Discount | 20,152 |
Carrying Value | 56,248 |
Interest Rate | 12.00% |
Maturity Date | 18-Sep-14 |
26-Jun-13 | ' |
Issuance | 26-Jun-13 |
Principal | 83,333 |
Discount | 64,390 |
Carrying Value | 18,943 |
Interest Rate | 12.00% |
Maturity Date | 26-Jun-14 |
26-Sep-13 | ' |
Issuance | 26-Sep-13 |
Principal | 27,778 |
Discount | 25,682 |
Carrying Value | 2,096 |
Interest Rate | 12.00% |
Maturity Date | 26-Sep-14 |
December 9, 2013 (2) | ' |
Issuance | 9-Dec-13 |
Principal | 27,778 |
Discount | 20,052 |
Carrying Value | 7,726 |
Interest Rate | 12.00% |
Maturity Date | 26-Sep-14 |
4-Nov-13 | ' |
Issuance | 4-Nov-13 |
Principal | 15,000 |
Discount | 6,372 |
Carrying Value | 8,628 |
Interest Rate | 6.00% |
Maturity Date | 4-Nov-15 |
February 6, 2014 (2) | ' |
Issuance | 6-Feb-14 |
Principal | 25,000 |
Discount | 24,056 |
Carrying Value | 944 |
Interest Rate | 8.00% |
Maturity Date | 6-Feb-15 |
February 6, 2014 (3) | ' |
Issuance | 6-Feb-14 |
Principal | 7,267 |
Discount | 6,799 |
Carrying Value | 468 |
Interest Rate | 8.00% |
Maturity Date | 6-Feb-15 |
February 17, 2014 (2) | ' |
Issuance | 17-Feb-14 |
Principal | 21,000 |
Discount | 18,295 |
Carrying Value | 2,705 |
Interest Rate | 8.00% |
Maturity Date | 17-Feb-15 |
February 17, 2014 (3) | ' |
Issuance | 17-Feb-14 |
Principal | 50,000 |
Discount | 43,560 |
Carrying Value | 6,440 |
Interest Rate | 8.00% |
Maturity Date | 17-Feb-15 |
March 18, 2014 (1) | ' |
Issuance | 18-Mar-14 |
Principal | 50,000 |
Discount | 49,354 |
Carrying Value | 646 |
Interest Rate | 8.00% |
Maturity Date | 18-Mar-15 |
March 5, 2014 (1) | ' |
Issuance | 5-Mar-14 |
Principal | 55,000 |
Discount | 53,668 |
Carrying Value | 1,332 |
Interest Rate | 8.00% |
Maturity Date | 7-Sep-14 |
March 5, 2014 (2) | ' |
Issuance | 5-Mar-14 |
Principal | 90,000 |
Discount | 64,305 |
Carrying Value | 25,695 |
Interest Rate | 8.00% |
Maturity Date | 7-Sep-14 |
March 18, 2014 (2) | ' |
Issuance | 18-Mar-14 |
Principal | 50,000 |
Discount | 49,354 |
Carrying Value | 646 |
Interest Rate | 8.00% |
Maturity Date | 18-Mar-15 |
Convertible Debenture | ' |
Principal | 985,156 |
Discount | 790,176 |
Carrying Value | 194,979 |
Payment of convertible debentures | $190,000 |
ASSET_PURCHASE_AGREEMENT_Detai
ASSET PURCHASE AGREEMENT (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Acquisition Purchase price | $293,750 |
Shares issued for acquisition | 58,750 |
Shares issued for acquisition (pre-split) | -1,175,000 |
MERGER_Merger_Details
MERGER - Merger (Details) (USD $) | Mar. 31, 2014 |
Business Combinations [Abstract] | ' |
Preferred shares issued | 68,366 |
Net liabilities acquired | ($543,891) |
Adjustment to deficit | $475,525 |
MERGER_Details_Narrative
MERGER (Details Narrative) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Merger | Pre-split | |||
Conversion of shares | ' | ' | 600,000 | 12,000,000 |
Series A Preferred Stock | 50,000,000 | 50,000,000 | 2,500,000 | 50,000,000 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Principal | $26,474 |
Stock issued for debt | 22,588,305 |
Payment of convertible debentures | 303,183 |
Reverse split | '20:1 |
Debenture | ' |
Principal | 195,000 |
Legal fees | 18,750 |
Interest Rate | 8.00% |
Convertible notes | ' |
Stock issued for debt | 13,585,021 |
Payment of convertible debentures | $247,645 |