Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 19, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Monster Arts Inc. | ' |
Entity Central Index Key | '0001423746 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
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 | ' | 39,734,740 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | $3,346 | $182,820 |
Accounts receivable, net of allowance for doubtful accounts of $1,250 | 5,173 | 4,173 |
Loans receivable to related party | 286,604 | 452,362 |
Interest receivable to related party | 13,377 | 8,840 |
Deposits | 34,125 | ' |
Prepaid expenses | 429,572 | 46,079 |
Total Current Assets | 772,197 | 694,274 |
Fixed Assets | ' | ' |
Property and equipment,net | 657 | 1,248 |
Website,net | 9,950 | 44,186 |
Total Fixed Assets | 10,607 | 45,434 |
Total Assets | 782,804 | 739,708 |
Current Liabilities | ' | ' |
Bank overdraft | 1,904 | ' |
Accounts payable & accured expenses | 279,856 | 197,113 |
Accounts payable to related parties | 19,721 | ' |
Accrued interest | 1,584 | 2,050 |
Loan from officers | 13,421 | 101,125 |
Notes payable to related party | 58,250 | 13,250 |
Convertible notes payable | 229,065 | 38,500 |
Derivative Liability | 1,039,558 | ' |
Total Liabilities | 1,643,359 | 352,038 |
Stockholders' Equity: | ' | ' |
Preferred stock, $.001 par value 20,000,000 shares authorized, 0 shares issued and outstanding, respectively | ' | ' |
Common stock, $0.001 par value 730,000,000 shares authorized, 12,071,257 and 3,389,361 shares issued and outstanding, respectively | 12,071 | 3,389 |
Additional paid in capital | 5,801,873 | 4,835,503 |
Stock subscription payable | 601,472 | 760,449 |
Deficit accumulated during the development stage | 7,275,971 | 5,211,671 |
Total stockholders' equity (deficit) | -860,555 | 387,670 |
Total Liabilities and Stockholders' Equity | $782,804 | $739,708 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtfull accounts | $1,250 | $1,250 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 730,000,000 | 730,000,000 |
Common stock, shares issued | 12,071,257 | 3,389,361 |
Common stock, shares outstanding | 12,071,257 | 3,389,361 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | 79 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
REVENUES | ' | ' | ' | ' | ' |
Commission revenues | ' | $5,750 | $13,750 | $36,250 | $217,135 |
Commission revenues- related parties | 12,773 | ' | 12,773 | ' | 339,020 |
License revenues | ' | ' | ' | 33,333 | 100,000 |
Services | 4,369 | ' | 7,869 | 8,585 | 7,869 |
Services- related party | ' | ' | 3,200 | ' | 76,401 |
Total revenues | 17,142 | 5,750 | 37,592 | 78,168 | 740,425 |
Cost of services | ' | ' | ' | ' | 249,828 |
Gross Profit | 17,142 | 5,750 | 37,592 | 78,168 | 490,597 |
Operating expenses: | ' | ' | ' | ' | ' |
General and administration | 326,274 | 30,269 | 385,924 | 200,956 | 901,636 |
Consulting | 69,651 | 147,718 | 384,335 | 261,588 | 1,445,281 |
Wages | 46,926 | 1,150 | 147,494 | 20,806 | 407,150 |
Marketing and promotions | 6,011 | ' | 12,097 | ' | 52,368 |
Depreciation and amortization | 11,609 | ' | 34,827 | ' | 67,197 |
Professional fees | 15,545 | 6,700 | 100,580 | 23,005 | 201,382 |
Total operating expenses | 476,016 | 185,837 | 1,065,257 | 506,355 | 3,075,014 |
Income (Loss) from operations | -458,874 | -180,087 | -1,027,665 | -428,187 | -2,584,417 |
Other income and (expenses): | ' | ' | ' | ' | ' |
Interest expense | ' | 1,045 | 4,520 | 63,635 | 85,411 |
Interest expense - derivative | 417,623 | ' | 1,039,558 | ' | 1,039,558 |
Interest income | 2,267 | ' | 7,443 | ' | 12,602 |
Financing expense | ' | ' | ' | 16,148 | 160,987 |
Loss on debt settlement | ' | ' | ' | -2,514,865 | -2,497,367 |
Debt forgiveness | ' | ' | ' | ' | -6,456 |
Refund on expenses | ' | ' | ' | ' | 34,000 |
Impairment expense | ' | ' | ' | ' | 525,435 |
Total other income and (expenses) | -415,356 | -1,045 | -1,036,635 | -2,594,648 | -4,255,700 |
Net loss before taxes | -874,230 | -181,132 | -2,064,300 | -3,022,835 | -6,840,117 |
Tax provisions | ' | ' | ' | ' | ' |
Net loss after taxes | ($874,230) | ($181,132) | ($2,064,300) | ($3,022,835) | ($6,840,117) |
Basic & diluted loss per share | ($0.13) | ($0.06) | ($0.38) | ($1.61) | ' |
Weighted average shares outstanding | 6,851,981 | 3,196,056 | 5,393,171 | 1,881,816 | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | 79 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Statement of Cash Flows [Abstract] | ' | ' | ' |
Net Loss for the period | ($2,064,300) | ($3,022,835) | ($6,840,117) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ' |
Impairment loss | ' | ' | 525,435 |
License revenues- non cash | ' | ' | -100,000 |
Non-cash compensation | ' | ' | 8,400 |
Forgiveness of debt | ' | ' | -846 |
Financing fees | ' | 15,000 | 160,987 |
Derivative expense | 1,039,558 | ' | 1,039,558 |
Stock for services | 528,196 | 418,797 | 1,392,156 |
Stock options for services | ' | ' | 260,905 |
Stock for note extension | ' | ' | 15,000 |
Bad debt | ' | 1,250 | 1,250 |
Discount on notes payable | ' | ' | 15,000 |
Stock issued for debt settlement | 30,000 | 2,514,865 | 2,527,367 |
Strategic alliance costs | ' | ' | 45,878 |
Effect from share exchange | ' | ' | 24,618 |
Master purchase agreement | -298,745 | ' | -298,745 |
Depreciation and amortization | 34,236 | 2,421 | 66,606 |
Changes in Operated Assets and Liabilities: | ' | ' | ' |
Decrease (increase) in prepaids | -7,153 | ' | -26,960 |
Increase in deposits | -34,125 | ' | -34,125 |
(Increase) decrease in accounts receivable | -1,000 | 5,750 | -71 |
Increase in interest receivable | -4,537 | ' | -9,696 |
Decrease in unamortized financing fees | ' | ' | -6,919 |
Decrease (Increase) in loan receivable to related party | 165,758 | ' | -6,054 |
Increase in unearned revenues | ' | -33,333 | ' |
Increase in accounts payable and accured expenses | 82,743 | 18,573 | 199,749 |
Increase in accounts payable to related parties | 19,721 | ' | 19,721 |
Increase (decrease) in accrued interest | -466 | 63,634 | 11,779 |
Net cash (used) in operating activities | -510,114 | -15,878 | -1,009,124 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Bank overdraft | 1,904 | ' | 1,904 |
Proceeds from sale of stock | 168,875 | 5,000 | 500,845 |
Proceeds from stock subscription payable | 12,000 | ' | 12,000 |
Proceeds from officer loan | 14,565 | ' | 115,690 |
Payments on officer loan | 102,269 | ' | 102,269 |
Proceeds from convertible notes | 190,565 | ' | 431,065 |
Payments on convertible notes | ' | 6,000 | 6,000 |
Proceeds from note payable | ' | ' | ' |
Proceeds from notes payable to related party | 45,000 | 13,250 | 58,250 |
Contributed capital | ' | ' | 985 |
Net Cash Provided by Financing Activities | 330,640 | 12,250 | 1,012,470 |
Net (Decrease) Increase in Cash | -179,474 | -3,628 | 3,346 |
Cash at Beginning of Period | 182,820 | 3,817 | ' |
Cash (Overdraft) at End of Period | 3,346 | 189 | 3,346 |
SUPPLEMENTAL DISCLOSURES: | ' | ' | ' |
Income Taxes Paid | ' | ' | ' |
Interest Paid | ' | ' | ' |
NON-CASH INVESTING AND FINANCNG ACTIVITIES: | ' | ' | ' |
Stock issued for purchase of license | ' | ' | 450,000 |
Stock issued for conversion of notes | 30,000 | 217,676 | 462,242 |
Stock issued for debt settlement | ' | 35,825 | 2,497,367 |
Increase in prepaid stock compensation | ' | $257,419 | $257,419 |
Organization_And_Business_Desc
Organization And Business Description | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Organization & Business Description | ' |
NOTE 1 – ORGANIZATION & BUSINESS DESCRIPTION | |
On May 2, 2013, the Company amended its articles of incorporation to change its name from Monster Offers to Monster Arts, Inc. (a development stage company) (the "Company"). The Company was incorporated under the laws of the State of Nevada, as Tropical PC Acquisition Corporation on February 23, 2007 ("Inception"). On December 11, 2007, the Company amended its Articles of Incorporation changing its name from Tropical PC Acquisition Corporation to Monster Offers. On November 9, 2012 the Company executed a share exchange agreement with Ad Shark, Inc., a privately-held California corporation incorporated April 12, 2011. As a result of the share exchange agreement, Ad Shark, Inc. became a wholly owned subsidiary of the Company. Ad Shark, Inc. organizes advertising sales efforts by constructing media and advertising delivery systems for Smartphone and Tablet application developers including the delivery of mobile banners, mobile video, mobile text messaging, and mobile email advertising. | |
On August 8, 2013, the Company approved the execution of an asset purchase agreement with Iconosys, Inc., a private California corporation which shares an officer with the Company for the rights to domain names, web site content and trademark assignments. | |
The Company is a popular daily deal aggregator, collecting daily deals from multiple sites in local communities across the U.S. and Canada. Focused on providing innovation and utility for Daily Deal consumers and providers, the company collects and publishes thousands of daily deals and allows consumers to organize these deals by geography or product categories, or to personalize the results using keyword search. The Company has been unable to commence its primary operations to-date due to lack of sufficient working capital, and therefore remains a development stage company. | |
The Company earns fees via marketing services including the online promotion of its affiliate partners daily deals through its website, selling of industry data and analysis reports, and executing internet and social marketing campaigns for customers. |
Going_Concern
Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
NOTE 2 - GOING CONCERN | |
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception (February 23, 2007) through September 30, 2013, the Company incurred an accumulated deficit during development stage of approximately $7,275,971. The Company's ability to continue as a going concern is contingent upon its ability to achieve and maintain profitable operations and its ability to raise additional capital as required. | |
Management plans to raise equity capital to finance the operating and capital requirements of the Company, and also plans to pursue acquisition opportunities of other revenue-generating companies that provide complementary capabilities to that of the Company. Amounts raised will be used for further development of the Company's products and services, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. | |
These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Accounting | |
These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). | |
Unaudited Interim Financial Information | |
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. | |
It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. | |
Principles of Consolidation | |
The accompanying consolidated financial statements include all of the accounts of the Company and Ad Shark, Inc. as of September 30, 2013. Ad Shark, Inc. was acquired through a share exchange agreement on November 9, 2012. Therefore, the Company only reports the profits and losses from Ad Shark, Inc. after the date of merger. All intercompany balances and transactions have been eliminated. | |
Development Stage Company | |
The Company is currently a development stage enterprise reporting under the provisions of FASB ASC Topic 915, Development Stage Entity. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
Reclassification | |
On April 9, 2012, the Company executed a 300 to 1 reverse stock split, which was retrospectively applied to all financial statements. | |
Cash and Cash Equivalents | |
The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2013 and December 31, 2012, there are no cash equivalents. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Advertising | |
Advertising costs are expensed when incurred. The Company incurred advertising expenses of $12,097 and $2,630 for the nine months ended September 30, 2013 and 2012, respectively. | |
Revenue Recognition | |
In accordance with ASC 605 and SEC Staff Accounting Bulletin 104, fee revenue is recognized in the period that the Company's advertiser customer generates a sale or other agreed-upon action on the Company's affiliate marketing networks or as a result of the Company's other services, provided that no significant Company obligations remain, collection of the resulting receivable is reasonably assured, and the fees are fixed or determinable. All transactional services revenues are recognized on a gross basis in accordance with the provisions of ASC Subtopic 605-45, due to the fact that the Company is the primary obligor, and bears all credit risk to its customer, and publisher expenses that are directly related to a revenue-generating event are recorded as a component of commission paid. | |
Earnings per Share | |
Historical net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of securities or other contracts to issue common stock that were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. | |
At September 30, 2013, the Company had multiple convertible debentures outstanding that if-converted would result in 3,630,683 new common shares being issued. The Company also has a stock payable balance outstanding related to the Ad Shark merger and other outstanding commitments to issue stock for consulting services which total approximately 16,457,916 common shares. | |
Accounts receivable | |
Accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. Management provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance. As of September 30, 2013 and December 31, 2012, we have $6,423 and $5,423, respectively, in accounts receivable $1,250 charged to allowance for doubtful accounts. | |
Equipment | |
Equipment is stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which consist of computer equipment, which is 3 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for equipment betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or expense. The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of equipment and website development costs or whether the remaining balance of equipment should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the equipment in measuring their recoverability. | |
Website Development Costs | |
The Company recognizes the costs associated with developing a website in accordance with FASB ASC 350-50 Website Development Costs. Accordingly costs associated with the website consist primarily of website development costs paid to a third party. These capitalized costs are amortized based on their estimated useful life over two years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. | |
Fair Value of Financial Instruments | |
The carrying amounts of the financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to the short maturities of these financial instruments. The notes payable are also considered financial instruments whose carrying amounts approximate fair values. | |
Intangible assets | |
The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), Intangibles - Goodwill and Other to determine the method of amortization of its intangible assets. The Company’s intangible assets are capitalized at historical cost and are amortized over their useful lives. The Company amortizes its license of SSL5 intellectual property using the straight-line method over an estimated useful life of 10 years (see Note 8). | |
Stock-based compensation | |
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | |
ASC 505, Compensation-Stock Compensation, establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505. | |
Income Taxes | |
The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. | |
Recent Accounting Pronouncements | |
ASU 2011-04. In May 2011, the FASB issued Accounting Standards Update 2011-14, Fair Value Measurement (Topic 820). This Update will improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and International Financial Reporting Standards (“IFRS”). The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs and they explain how to measure fair value and they do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this Update apply to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, a liability, or an instrument classified in a reporting entity’s shareholders’ equity in the financial statements. | |
The amendments in this update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The adoption of ASU 2011-04 is not expected to have any material impact on our financial position, results of operations or cash flows. | |
ASC 480, In March of 2012, the FASB issued Accounting Standards Update, Distinguishing Liabilities from Equity; primarily originated from FAS 150 and related interpretations. This subtopic establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The guidance applies to freestanding financial instruments, thus reinforcing the importance of this determination. | |
We have examined all other recent accounting pronouncements and believe that none of them will have a material impact on the financial statements of our company. |
Prepaids
Prepaids | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Prepaids | ' | ||||||||
Prepaids | ' | ||||||||
NOTE 4 – PREPAIDS | |||||||||
At September 30, 2013 and December 31, 2012 the Company recorded prepaid expense of $429,572 and $46,079. The prepaid asset recorded at September 30, 2013 was the result of the Company executing seven consulting contracts for future services. | |||||||||
On July 1, 2013, the Company issued 450,000 shares of common stock to Pyrenees Investments, LLC as part of a twelve month consulting agreement to perform consulting services for the Company. The Company valued the shares at the closing price of $0.19 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which will be expensed over the remaining life of the contract. | |||||||||
On July 1, 2013, the Company issued 250,000 shares of common stock to Jessie Redmayne as part of afour month consulting agreement to perform marketing services for the Company. The Company valued the shares at the closing price of $0.19 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which will be expensed over the remaining life of the contract. | |||||||||
On July 1, 2013, the Company issued 450,000 shares of common stock to Ambrosial Consulting Group LLC as part of a four month consulting agreement to perform consulting services for the Company. The Company valued the shares at the closing price of $0.19 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which will be expensed over the remaining life of the contract. | |||||||||
On July 12, 2013, the Company issued 158,000 shares of common stock to SmallCapVoice.com as part of a six month consulting agreement to perform marketing and media services for the Company. The Company valued the shares at the closing price of $0.30 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which will be expensed over the remaining life of the contract. | |||||||||
On September 9, 2013, the Company issued 250,000 shares of common stock to Jessie Redmayne as part of second three month consulting agreement to perform marketing services for the Company. The Company valued the shares at the closing price of $0.16 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which will be expensed over the remaining life of the contract. | |||||||||
On September 9, 2013, the Company issued 300,000 shares of common stock to Ambrosial Consulting Group LLC as part of a second four month consulting agreement to perform consulting services for the Company. The Company valued the shares at the closing price of $0.16 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which will be expensed over the remaining life of the contract. | |||||||||
On September 9, 2013, the Company issued 250,000 shares of common stock to Ryan Foland as part of a three month consulting agreement to perform consulting services for the Company. The Company valued the shares at the closing price of $0.16 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which will be expensed over the remaining life of the contract. | |||||||||
On September 9, 2013, the Company issued 250,000 shares of common stock to Christopher Thompson as part of a three month consulting agreement to perform consulting services for the Company. The Company valued the shares at the closing price of $0.16 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which will be expensed over the remaining life of the contract. | |||||||||
On September 17, 2013, the Company issued 1,400,000 shares of common stock to Mirador Consulting LLC as part of a six month consulting agreement to perform consulting services for the Company. The Company valued the shares at the closing price of $0.13 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which will be expensed over the remaining life of the contract. | |||||||||
The following is a summary of recognized prepaid expenses per consulting contracts. | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Iconosys | $ | — | $ | 11,942 | |||||
Marlena Niemann | — | 30,804 | |||||||
Arthur Sterling | — | 3,333 | |||||||
Thomas Mead | 10,996 | — | |||||||
Pyrenees Investments, LLC | 72,625 | — | |||||||
Jessie Redmayne | 41,881 | — | |||||||
Ambrosial Consulting Group | 57,386 | ||||||||
SmallCapVoice.com | 23700 | — | |||||||
Ryan Foland | 30,000 | — | |||||||
Chistopher Thompson | 30,000 | — | |||||||
Mirador Consulting LLC | 162,984 | — | |||||||
$ | 429,572 | $ | 46,079 |
Property_And_Equipment
Property And Equipment | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Fixed Assets | ' | ||||||||
Property & Equipment | ' | ||||||||
NOTE 5 – PROPERTY & EQUIPMENT | |||||||||
Property and equipment consists of the following at September 30, 2013 and December 31, 2012: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Property and equipment | $ | 2,364 | $ | 2,364 | |||||
Less: accumulated depreciation | 1,707 | 1,116 | |||||||
Property and equipment, net | $ | 657 | $ | 1,248 | |||||
The Company acquired the property and equipment through the share exchange agreement with Ad Shark, Inc. on November 9, 2012. Therefore, the Company only recognized depreciation on the equipment after the share exchange date. Depreciation expense for the nine months ended September 30, 2013 and 2012 was $591 and $0. |
Website_Development_Costs
Website Development Costs | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Website Development Costs | ' | ||||||||
NOTE 6 – WEBSITE DEVELOPMENT COSTS | |||||||||
Website development costs consist of the following at September 30, 2013 and December 31, 2012: | |||||||||
30-Sep-12 | 31-Dec-12 | ||||||||
Website | $ | 91,298 | $ | 91,298 | |||||
Less: accumulated amortization | 81,348 | 47,112 | |||||||
Website, net | $ | 9,950 | $ | 44,186 | |||||
The Company acquired the website asset through the share exchange agreement with Ad Shark, Inc. on November 9, 2012. Therefore, the Company only recognized amortization expense on the website after the share exchange date. Amortization expense for the nine months ended September 30, 2013 and 2012 was $34,236 and $0. |
Stock_Split
Stock Split | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Stock Split | ' |
NOTE 7 – STOCK SPLIT | |
On April 9, 2012, the Company executed a 300 to 1 reverse stock split, which was retrospectively applied to all financial statements. |
Share_Exchange_Agreement
Share Exchange Agreement | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
Share Exchange Agreement | ' |
NOTE 8 – SHARE EXCHANGE AGREEMENT | |
On November 9, 2012, the Company acquired Ad Shark Inc., a privately-held California corporation, through a share exchange agreement whereby the Company will issue 27,939,705 common shares in exchange for all the outstanding equity of Ad Shark, Inc. As a result of the share exchange, Ad Shark, Inc. became a wholly owned subsidiary of the Company. As of September 30, 2013, the Company has issued 3,143,311 shares of common stock in the Company for the conversion of 13,767,684 shares of Ad Shark, Inc. The Company has reported the remaining shares issuable as stock subscription payable on the balance sheet and statement of stockholders’ equity. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||
Stockholders Equity | ' | ||||||||||||||||||||||||
NOTE 9 - STOCKHOLDERS' EQUITY | |||||||||||||||||||||||||
On October 8, 2013, the Company filed a Certificate of Amendment to the Articles of Incorporation with the state of Nevada to increase the total authorized capital from 75,000,000 shares of common stock, par value $0.001, to 750,000,000 shares consisting of 730,000,000 shares of common stock, par value $0.001, and 20,000,000 shares of preferred stock, par value $0.001 | |||||||||||||||||||||||||
In the nine months ended September 30, 2013, the Company issued 9,329,562 common shares of which 861,751 shares were for $454,300 cash ($278,425 received in 2012), 5,164,500 shares were to consultants for services, 160,000 shares were for the reduction of 30,000 in debt, and 3,143,311 shares for the conversion of 13,767,684 shares of Ad Shark. The shares to consultants were valued at the closing stock price on the date of the executed agreement. This resulted in a consulting expense of $516,503 being recorded for the nine months ended September 30, 2013. The uncompleted portions of the consulting contracts for future services were recorded as prepaid expenses because the Company has an enforceable right to receive consulting services. At September 30, 2013, the Company recorded $429,573 in prepaid expenses pursuant to future consulting services, further described in Note 4. Of the 5,164,500 shares issued to consultants, 323,833 shares were incorrectly issued and later returned and cancelled. | |||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||
The following summarizes pricing and term information for options issued to consultants that are outstanding as of September 30, 2013 and December 31, 2012: | |||||||||||||||||||||||||
Nine Months ended | Year ended | ||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||||
Average | Aggregate | Average | Aggregate | ||||||||||||||||||||||
Number of | Exercise | Intrinsic | Number of | Exercise | Intrinsic | ||||||||||||||||||||
Stock Options | Options | Price | Value | Options | Price | Value | |||||||||||||||||||
Balance at beginning of year | 5,000 | $ | 0.3 | — | 6,667 | $ | 0.3 | — | |||||||||||||||||
Granted | — | — | — | 250,000 | $ | 0.001 | — | ||||||||||||||||||
Exercised | — | — | — | (250,000 | ) | — | — | ||||||||||||||||||
Forfeited | — | — | — | — | — | — | |||||||||||||||||||
Balance at end of period | 5,000 | 0.3 | — | 6,667 | 0.3 | — | |||||||||||||||||||
Options exercisable at end of period | 5,000 | $ | 0.3 | — | 5,000 | $ | 0.3 | — | |||||||||||||||||
Weighted average fair value of | |||||||||||||||||||||||||
options granted | — | — | |||||||||||||||||||||||
The fair value of the options was based on the Black Scholes Model using the following assumptions: | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Exercise price: | $ | N/A | $ | 0.3 | |||||||||||||||||||||
Market price at date of grant: | $ | N/A | $ | 1 | |||||||||||||||||||||
Volatility: | N/A | % | 229%-311 | % | |||||||||||||||||||||
Expected dividend rate: | N/A | % | 0 | % | |||||||||||||||||||||
Risk-free interest rate: | N/A | % | 0.13%-0.21 | % | |||||||||||||||||||||
The following activity occurred under the Company’s plans: | |||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Weighted-average grant date fair value of options granted | $ | - | $ | - | |||||||||||||||||||||
Aggregate intrinsic value of options exercise | N/A | N/A | |||||||||||||||||||||||
Fair value of options recognized as expense | $ | N/A | $ | 2,645 |
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Notes Payable | ' | ||||||||
NOTE 10 - CONVERTIBLE NOTES PAYABLE | |||||||||
As of September 30, 2013, the Company has nine outstanding convertible note agreements with six different non-related entities. | |||||||||
Asher Enterprises, Inc. | |||||||||
On April 11, 2013, the Company entered into a Convertible Note Agreement with Asher Enterprises Inc. for a $42,500 convertible note payable with interest of 8% per annum, unsecured, and due January 14, 2014. The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. | |||||||||
On May 13, 2013, the Company entered into a Convertible Note Agreement with Asher Enterprises Inc. for a $63,000 convertible note payable with interest of 8% per annum, unsecured, and due February 17, 2014. The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. | |||||||||
On June 14, 2013, the Company entered into a Convertible Note Agreement with Asher Enterprises Inc. for a $37,500 convertible note payable with interest of 8% per annum, unsecured, and due March 18, 2014. The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. | |||||||||
On July 10, 2013, the Company, entered into a Securities Purchase Agreement whereby the Company sold a Convertible Promissory Note to Asher Enterprises, Inc., a Delaware corporation, in the original principal amount of $37,500, and accruing interest at eight percent (8%) per annum. The Note is convertible into the Company’s common stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price, beginning one hundred eighty (180) days from the date of the Note’s issuance. | |||||||||
On September 12, 2013, the Company, entered into a Securities Purchase Agreement whereby the Company sold a Convertible Promissory Note to Asher Enterprises, Inc., a Delaware corporation, in the original principal amount of $32,500, and accruing interest at eight percent (8%) per annum. The Note is convertible into the Company’s common stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price, beginning one hundred eighty (180) days from the date of the Note’s issuance. | |||||||||
Tangier Investors LLP | |||||||||
On May 16, 2011, the Company entered into an agreement with Tangiers Investors, LP, a Delaware limited partnership, an accredited investor, whereby Tangiers Investors loaned the Company the aggregate principal amount of $50,000, less $500 for costs of the loan transaction and $4,000 fee to be paid to a third party, together with any interest at the rate of seven percent (7%) per annum, until the maturity date of May 7, 2012. The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part. If the Note is not paid in full with interest on the maturity date, the note holder has the right to convert this Note into restricted common shares of the Company. The conversion price shall equal the “Variable Conversion Price” (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower). The “Variable Conversion Price” shall mean 75% multiplied by the Market Price (representing a discount rate of 25%). “Market Price” means the lowest 11 trading price for the Common Stock during the seven (7) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile. In November of 2012 Tangier Investors LLP agreed to extend the terms of the convertible note for 5,000 common shares paid as consideration by the Company. This allowed the maturity date to be delayed until January 25, 2013. On March 21, 2013 Tangier Investors LLP converted $15,000 in convertible debt for 80,000 newly issued common shares of the Company. On April 10, 2013 Tangier Investors LLP converted $15,000 in convertible debt for 80,000 newly issued common shares of the Company. On April 20, 2013, Iconosys, a related party to the Company, paid off the remaining Tangier note balance of $8,500 with accrued interest of $2,221. The Company reclassified $10,721 to accounts payable to related parties. There is no interest on the related party debt owed to Iconosys. | |||||||||
Dennis Pieczarka | |||||||||
On May 22, 2013 the Company executed a convertible debenture agreement with Dennis Pieczarka for a $2,500 convertible note payable with interest of 9% per annum, unsecured and due on May 22, 2014. The holder has the right to convert the principle plus interest into common shares of the Company at a conversion rate of $0.15 per share. | |||||||||
Christopher Thompson | |||||||||
On April 1, 2013, the Company entered into a Securities Purchase Agreement with Christopher Thompson for a $10,000 note payable due interest at 9% per annum, unsecured, and due April 1, 2014. The note is convertible into common shares of the Company at a conversion rate of $.10 pershare. | |||||||||
Michael Lace | |||||||||
On June 26, 2013, the Company entered into a Securities Purchase Agreement with Michael Lace for a $2,800 note payable due interest at 9% per annum, unsecured, and due June 26, 2014. The note is convertible into common shares of the Company at a conversion rate of $.05 per share. | |||||||||
Charles Knoop | |||||||||
On July 9, 2013, the Company entered into a Securities Purchase Agreement with Charles Knoop for a $1,000 note payable due interest at 9% per annum, unsecured, and due July 9, 2014. The note is convertible into common shares of the Company at a conversion rate of $.095 pershare. | |||||||||
Balamurugan Shanmugam | |||||||||
On August 8, 2013, the Company entered into a Securities Purchase Agreement with Balamurugan Shanmugam for a $5,000 note payable due interest at 9% per annum, unsecured, and due August 8, 2014. The note is convertible into common shares of the Company at a conversion rate of $.10 per share. On September 26, 2013, Balamurugan exercised his right to convert his $5,000 of convertible debt and $60 of accrued interest into 50,604 common shares. | |||||||||
Conversion of convertible debt | |||||||||
In the nine months ended September 30, 2013, Tangier Investors LLP, converted $30,000 of convertible debt into 160,000 common shares, Bala Murugan converted $5,000 of convertible debt and $60 of accrued interest into 50,604 common shares, and Michael Lace converted $2,800 of convertible debt and $11 of accrued interest into 56,221 common shares. The common shares to Bala Murugan and Michael Lace were not issued until October and were therefor recorded as stock subscription payable. | |||||||||
The following table summarizes the total outstanding principle on convertible notes payable: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Convertible Notes Payable- Asher Enterprises, Inc. | $ | 213,000 | $ | — | |||||
Convertible Notes Payable - Tangier Investors, LLP | — | 38,500 | |||||||
Convertible Notes Payable- Dennis Pieczarka | 2,500 | — | |||||||
Convertible Notes payable - Christopher Thompson | 10,000 | — | |||||||
Convertible Notes payable - James Ault | 2,565 | — | |||||||
Convertible Notes payable - Charles Knoop | 1,000 | — | |||||||
Total | $ | 231,865 | $ | 38,500 | |||||
The accrued interest on convertible notes payable at September 30, 2013 and December 31, 2012 was $1,595 and $2,050, respectively. | |||||||||
Derivative liability | |||||||||
At September 30, 2013 and December 31, 2012, the Company had $1,039,558 and $0 in derivative liability pertaining to the outstanding convertible notes. |
Notes_Payable_To_Related_Parti
Notes Payable To Related Parties | 9 Months Ended |
Sep. 30, 2013 | |
Notes Payable To Related Parties | ' |
Notes Payable To Related Parties | ' |
NOTE 11 – NOTES PAYABLE TO RELATED PARTIES | |
In 2012, the Company had certain debts paid directly by Iconosys, which shares an officer with the Company. The amounts paid on behalf of the Company totaled $13,250 as of September 30, 2013 and December 31, 2012. They were recorded as a note payable to related party. The note payable has terms of 0% interest and is payable on demand. | |
Pursuant to the asset purchase agreement with Iconosys executed on August 8, 2013, further described in Note 12, the Company issued a promissory note to Iconosys in the amount of $45,000, due August 7, 2014, with annum interest of 4%. | |
As of September 30, 2013 and December 31, 2012, the Company had notes payable to related parties balance of $58,250 and $13,250. As of September 30, 2013 and December 31, 2012, the Company recorded $256 and $0 of accrued interest on the notes payable to related parties balances. |
Asset_Purchase_Agreement_With_
Asset Purchase Agreement With Iconosys | 9 Months Ended |
Sep. 30, 2013 | |
Asset Purchase Agreement With Iconosys | ' |
Asset Purchase Agreement With Iconosys | ' |
NOTE 12 – ASSET PURCHASE AGREEMENT WITH ICONOSYS | |
On August 8, 2013, the Company approved the execution of an asset purchase agreement with Iconosys, Inc., a private California corporation which shares an officer with the Company for the rights to domain names, web site content and trademark assignments of Travel America Visitor Guide (“TAVG”) which is a division of Iconosys. Iconosys shall sell, convey, transfer and assign to the Company and the Company shall purchase all right, title and interest in and to the assets of Iconosys as follows: (i) the Iconosys trademarks (the "Trademarks"); (ii) the Iconosys domain name (the "Domain Name") together with all associated service marks, copyrights, trade names and other intellectual property associated with the Domain Name; (iii) the Iconsys web site content (the "Web Site"), together with all associated intellectual property rights to the Web Site. | |
In accordance with the terms and provisions of the Asset Purchase Agreement, the Company shall pay to Iconosys a purchase price of $250,000 as follows: (i) $50,000 of the Purchase Price shall be paid in cash with a cash payment of $5,000 and $45,000 to be satisfied with the issuance of a promissory note dated August 8, 2013, due August 7, 2014, and with annum interest of 4%. The remaining $200,000 of the purchase price shall be paid in stock through a stock purchase agreement dated August 8, 2013 whereby the Company will issue Iconosys 1,052,632 common shares with a fair market price of $.0.19 (based on the closing trading price of the Company's shares of common stock on the OTC Bulletin Board as of August 8, 2013. | |
Being Iconosys is a related party to the Company, it was management’s decision to not record an intangible asset related to the asset purchase. As of September 30, 2013, the Company has not yet issued the 1,052,632 shares and has recorded them as a stock payable. | |
In the nine months ended September 30, 2013 the Company recognized $1,303 in commissions from related parties relating to the TAVG assets. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 13 – RELATED PARTY TRANSACTIONS | |
Stock Purchase Agreement | |
On July 2, 2013, Wayne Irving (CEO of the Company) entered into a stock purchase agreement with Jeffrey Weis, an individual. Mr. Weiss sold 660,000 shares of common stock to Mr. Irving at a share price of $0.000002 per share for a total consideration of $1.32. At the time of the transaction, the sale price was approximately $0.1899 below the closing stock price of the Company on the date of the transaction which was $0.19. As of the filing date, November 19, 2013, no shares have been issued to Mr. Irving pursuant to this stock purchase agreement. | |
Asset Purchase Agreement with Iconosys for TAVG | |
The Company approved the execution of certain asset purchase and domain name, web site content and trademark assignment agreement dated August 8, 2013 with Iconosys, Inc., a private California corporation which shares an officer with the Company. See Note 11 for further details. | |
Management Service Agreement with Iconosys | |
On July 16, 2013, the Company executed a management service agreement with a subdivision of Iconosys called Text Kills. Iconosys shares an officer with the Company. The Company will provide service and management support for Text Kills events which includes but is not limited to raising awareness, public education campaigns, and managing the Text Kills tour bus. In the nine months ended September 30, 2013 the Company recognized $11,470 of commission revenues from related parties relating to Text Kills. | |
Notes Payable to Related Parties | |
In 2012, the Company had certain debts paid directly by Iconosys, a related party through Wayne Irving. The amounts paid on behalf of the Company totaled $13,250 as of September 30, 2013 and December 31, 2012. They were recorded as a note payable to related party. The note payable has terms of 0% interest and is payable on demand. | |
Pursuant to the asset purchase agreement with Iconosys executed on August 8, 2013, further described in Note 12, the Company issued a promissory note to Iconosys in the amount of $45,000, due August 7, 2014, with annum interest of 4%. | |
At September 30, 2013 and December 31, 2012, the Company had notes payable to related parties balance of $58,250 and $13,250. | |
Loan receivable to related party | |
The Company’s subsidiary, Ad Shark Inc., has a $300,000 line of credit agreement with Iconosys. The line of credit agreement has terms of 4%, payable on demand. Iconosys is a related party to the Company through Wayne Irving, who is an officer of both companies. Mr. Irving was appointed CFO in May of 2012 and then appointed CEO in late 2012. Iconosys was at one time the parent company to Ad Shark, Inc. At September 30, 2013 and December 31, 2012, the total loan receivable balance advanced to Iconosys is $286,604 and $452,362, respectively. At September 30, 2013 and December 31, 2012, the accrued interest receivable to related party balance was $13,378 and $8,840, respectively. | |
Accounts payable to related parties | |
Pursuant to the Asset Purchase Agreement with Iconosys, described in Note 12, the Company was to pay Iconosys $5,000 cash upon closing. The Company has yet to pay the $5,000 and has recorded it as accounts payable to related party. | |
An affiliate to the Company, Fan Apps, transferred $4,000 of their De Joya Griffith retainer balance to the Company to be used for accounting expenses. Fan Apps is a subsidiary of Iconosys which shares a common officer with the Company. The Company used the full $4,000 retainer balance in the six months ended June 30, 2013. Iconosys, a private company that shares a common officer with the Company, paid $10,721 to Tangier Investors LLP for the benefit of the Company’s (Described in Note 10). There is no interest on the related party debt. | |
The accounts payable to related parties balance at September 30, 2013 and December 31, 2012 was $19,721 and $0. | |
Master Purchase Agreement with Iconosys | |
On March 4, 2013, the Company and Iconosys, a privately held corporation which shares an officer with the Company, entered into a Master Purchase Agreements in order for the Company to purchase, and for Iconosys to sell, certain intellectual property assets, including, without limitation, domain names, trademarks, smart phone apps. In addition, the Company received 15,046,078 shares of Iconosys common stock, $0.001 par value, as consideration for the cancellation of $295,862 in advances to Iconosys and $2,884 in accrued interest receivable. The Iconosys stock received accounts for approximately 10% of the 150,460,781 shares of Iconosys issued and outstanding as of June 30, 2013. Since this agreement was between related parties, the Company did not record an asset for the excess consideration received but recorded the debit to additional paid in capital. | |
Loan from Officer | |
The Company was loaned money by Wayne Irving, an officer of the Company, with 0% interest and payable on demand. At September 30, 2013 and December 31, 2012 the loan from officer balance was $13,421 and $101,125, respectively. | |
Accrued Compensation to Officer | |
On August 1, 2011, the Company’s wholly owned subsidiary, Ad Shark, entered into an employment agreement with its President Wayne Irving. The term of employment shall be three (3) years, commencing on the August 1, 2011 and terminating on July 31, 2014, or at a later mutually agreeable date. Salary compensation is to be paid at the rate of $88,500 annually, payable on a monthly basis. On the anniversary of employment, this rate will increase 5% annually. At September 30, 2013 and December 31, 2012, the Company had accrued wages of $133,145 and $127,219, respectively which are included in accounts payable and accrued expenses balance. In the nine months ended September 30, 2013 and 2012, the Company made cash payments to Wayne Irving totaling $63,767 and $0. | |
Ad Shark Acquisition | |
The chairman, chief executive officer and chief financial officer of Monster Arts, Inc. is Wayne Irving II. Mr. Irving has been an officer and director of the Company since May 15, 2012. On November 9, 2012, the Company entered into an Acquisition Agreement and Plan of Merger to acquire Ad Shark. At the time of this transaction, Wayne Irving II was also the chief executive officer and a director of Ad Shark. He is also the chief executive officer, director and majority shareholder of Iconosys, Inc. (“Iconosys”), which owned Ad Shark prior to Iconosys’ spinoff (the “Spinoff”) of its shareholdings in Ad Shark to its shareholders. Subsequent to the Spinoff, Ad Shark merged with Monster Arts, Inc. (the “Merger”). As a result of the Merger, Mr. Irving became the director, chairman, chief executive officer and chief financial officer of the Company, which was the surviving entity of the Merger, and remains the largest shareholder of the Company. As a condition of the Merger between Monster Arts, Inc. and Ad Shark, Monster Arts, Inc. agreed to keep in full force and effect a three-year Employment Agreement between Ad Shark and Mr. Irving which was entered into on August 1, 2012. | |
As a condition of the Merger between Monster Arts, Inc. and Ad Shark, Monster Arts, Inc. agreed to keep in full force and effect and to honor an ISO (Independent Sales Organization) Agreement between Ad Shark and Iconosys for the duration of the agreement, which terminates in June, 2013. At the time that subject agreement was entered into by the parties, Wayne Irving II was a principal executive officer and director for both Ad Shark and Iconosys. This Agreement allows Ad Shark to receive compensation from Iconosys in exchange for services rendered by Ad Shark in connection with its acting as Iconosys’ Independent Sales Organization. Under the terms of this Agreement, at the time of the Merger, Iconosys currently had an obligation to pay Ad Shark approximately $75,000. | |
As a condition of the Merger between Monster Arts, Inc. and Ad Shark, Monster Arts, Inc. agreed to keep in full and effect and to honor the Engagement Agreement dated March 19, 2011 between the Law Office of Brandon S. Chabner, a Professional Corporation, and Ad Shark. Brandon S. Chabner, Esq., is a director and corporate officer of Iconosys and 5%-plus shareholder of Monster Arts, Inc. The above-referenced Engagement Agreement provides for the provision of discounted cash rate legal services in exchange for equity-based compensation. | |
As a condition of the Merger between Monster Arts, Inc. and Ad Shark, Monster Arts, Inc. agreed to keep in full and effect and to honor a Line of Credit Agreement dated June 19, 2012 (the “LOC Agreement”) between Ad Shark, as “Lender,”, and Iconosys, as “Borrower.” This is a $300,000 revolving line of credit, pursuant to which, as of the effective time of the Merger, Iconosys has an obligation to repay Ad Shark approximately $271,000 in borrowings. This represents funds borrowed by Iconosys from Ad Shark on various dates during the period June 19, 2012 through October 9, 2012. Monster Arts, Inc. agreed to assume Ad Shark’s rights and obligations under the LOC Agreement as an integral part of this Merger. As of the Effective Time of the Merger, the Company also owed Iconosys approximately $75,000 in repayments of monies previously borrowed by Monster Arts, Inc. from Iconosys, and which obligation, as agreed to by Monster Arts, Inc. and Ad Shark in the Merger Agreement, may be offset by Iconosys against Iconosys’ repayment obligations to Monster Arts, Inc. under the LOC Agreement. | |
As a condition of the Merger, Monster Offers and Ad Shark, Inc. agreed to keep in full effect two separate Consulting Agreements, each dated June 1, 2012, between Ad Shark and Paul Gain, a former officer and director of Monster Offers, and between Ad Shark and Paul West. Under each of these Consulting Agreements, Ad Shark paid grants of common stock of Five Million (5,000,000) and One Million Five Hundred Thousand (1,500,000) of restricted Ad Shark shares to Mr. Gain and Mr. West, respectively, for past consulting services rendered to Ad Shark. As part of these Consulting Agreements, each of Messrs. Gain and West entered into a Confidentially Agreement pursuant to which (i) they each agreed to keep Ad Shark proprietary information confidential, and (ii) for a period of twelve (12) months immediately following the termination of their applicable Consulting Agreement, they each agreed not to solicit Ad Shark employees or independent contractors. | |
Each share of Ad Shark common stock (an aggregate of 122,375,910 shares) was converted into one share of the Company’s common stock, based on an exchange ratio of 4.38 to 1 reverse. As a result of the exchange, a total of 27,939,705 additional common shares of the Company would be issued to Ad Shark shareholders. As of September 30, 2013, the Company has issued 3,143,311 shares of common stock in the Company for the conversion of 13,767,684 shares of Ad Shark, Inc. The Company has reported the remaining shares issuable as stock subscription payable on the balance sheet and statement of stockholders’ equity. |
Subsequent_Events
Subsequent Events | 9 Months Ended | ||
Sep. 30, 2013 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
NOTE 14 - SUBSEQUENT EVENTS | |||
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than mentioned below no other material subsequent events exist. | |||
1 | In October of 2013, the Company issued 315,000 shares of common stock to consultants for services. | ||
2 | In October and November of 2013, the Company issued 1,536,089 shares of common stock for the conversion of $37,800 in convertible debt. Of the 1,536,089 shares of common stock issued for debt reduction, 106,825 shares for 5,800 in convertible debt reduction were recorded as stock payable as of September 30, 2013 as the conversion notices were executed in September. | ||
3 | On November 1, 2013 the Company entered into a joint venture agreement with Intelligent Living Inc. whereby Intelligent Living Inc. will provide the Company branding services on its apps. Refer to the 8-K filed on November 5, 2013 for more information. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis Of Accounting | ' |
Basis of Accounting | |
These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). | |
Unaudited Interim Financial Information | ' |
Unaudited Interim Financial Information | |
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. | |
It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. | |
Principles of consolidation | ' |
Principles of Consolidation | |
The accompanying consolidated financial statements include all of the accounts of the Company and Ad Shark, Inc. as of September 30, 2013. Ad Shark, Inc. was acquired through a share exchange agreement on November 9, 2012. Therefore, the Company only reports the profits and losses from Ad Shark, Inc. after the date of merger. All intercompany balances and transactions have been eliminated. | |
Development stage company | ' |
Development Stage Company | |
The Company is currently a development stage enterprise reporting under the provisions of FASB ASC Topic 915, Development Stage Entity. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
Reclassification | ' |
Reclassification | |
On April 9, 2012, the Company executed a 300 to 1 reverse stock split, which was retrospectively applied to all financial statements. | |
Cash and cash equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2013 and December 31, 2012, there are no cash equivalents. | |
Use of estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Advertising | ' |
Advertising | |
Advertising costs are expensed when incurred. The Company incurred advertising expenses of $12,097 and $2,630 for the nine months ended September 30, 2013 and 2012, respectively. | |
Revenue recognition | ' |
Revenue Recognition | |
In accordance with ASC 605 and SEC Staff Accounting Bulletin 104, fee revenue is recognized in the period that the Company's advertiser customer generates a sale or other agreed-upon action on the Company's affiliate marketing networks or as a result of the Company's other services, provided that no significant Company obligations remain, collection of the resulting receivable is reasonably assured, and the fees are fixed or determinable. All transactional services revenues are recognized on a gross basis in accordance with the provisions of ASC Subtopic 605-45, due to the fact that the Company is the primary obligor, and bears all credit risk to its customer, and publisher expenses that are directly related to a revenue-generating event are recorded as a component of commission paid. | |
Earnings per share | ' |
Earnings per Share | |
Historical net (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of securities or other contracts to issue common stock that were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. | |
At September 30, 2013, the Company had multiple convertible debentures outstanding that if-converted would result in 3,630,683 new common shares being issued. The Company also has a stock payable balance outstanding related to the Ad Shark merger and other outstanding commitments to issue stock for consulting services which total approximately 16,457,916 common shares. | |
Accounts receivable | ' |
Accounts receivable | |
Accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. Management provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance. As of September 30, 2013 and December 31, 2012, we have $6,423 and $5,423, respectively, in accounts receivable $1,250 charged to allowance for doubtful accounts. | |
Equipment | ' |
Equipment | |
Equipment is stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which consist of computer equipment, which is 3 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for equipment betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or expense. The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of equipment and website development costs or whether the remaining balance of equipment should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the equipment in measuring their recoverability. | |
Website development costs | ' |
Website Development Costs | |
The Company recognizes the costs associated with developing a website in accordance with FASB ASC 350-50 Website Development Costs. Accordingly costs associated with the website consist primarily of website development costs paid to a third party. These capitalized costs are amortized based on their estimated useful life over two years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. | |
Fair value of financial instruments | ' |
Fair Value of Financial Instruments | |
The carrying amounts of the financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to the short maturities of these financial instruments. The notes payable are also considered financial instruments whose carrying amounts approximate fair values. | |
Intangible assets | ' |
Intangible assets | |
The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), Intangibles - Goodwill and Other to determine the method of amortization of its intangible assets. The Company’s intangible assets are capitalized at historical cost and are amortized over their useful lives. The Company amortizes its license of SSL5 intellectual property using the straight-line method over an estimated useful life of 10 years (see Note 8). | |
Stock based compensation | ' |
Stock-based compensation | |
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | |
ASC 505, Compensation-Stock Compensation, establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505. | |
Income taxes | ' |
Income Taxes | |
The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. | |
Recent accounting pronouncements | ' |
Recent Accounting Pronouncements | |
ASU 2011-04. In May 2011, the FASB issued Accounting Standards Update 2011-14, Fair Value Measurement (Topic 820). This Update will improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with US GAAP and International Financial Reporting Standards (“IFRS”). The amendments in this Update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs and they explain how to measure fair value and they do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this Update apply to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, a liability, or an instrument classified in a reporting entity’s shareholders’ equity in the financial statements. | |
The amendments in this update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The adoption of ASU 2011-04 is not expected to have any material impact on our financial position, results of operations or cash flows. | |
ASC 480, In March of 2012, the FASB issued Accounting Standards Update, Distinguishing Liabilities from Equity; primarily originated from FAS 150 and related interpretations. This subtopic establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The guidance applies to freestanding financial instruments, thus reinforcing the importance of this determination. | |
We have examined all other recent accounting pronouncements and believe that none of them will have a material impact on the financial statements of our company. |
Prepaids_Tables
Prepaids (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Prepaids Tables | ' | ||||||||
Summary of Recognized Prepaid Expenses | ' | ||||||||
The following is a summary of recognized prepaid expenses per consulting contracts. | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Iconosys | $ | — | $ | 11,942 | |||||
Marlena Niemann | — | 30,804 | |||||||
Arthur Sterling | — | 3,333 | |||||||
Thomas Mead | 10,996 | — | |||||||
Pyrenees Investments, LLC | 72,625 | — | |||||||
Jessie Redmayne | 41,881 | — | |||||||
Ambrosial Consulting Group | 57,386 | ||||||||
Ryan Foland | 30,000 | — | |||||||
Chistopher Thompson | 30,000 | — | |||||||
Mirador Consulting LLC | 162,984 | — | |||||||
$ | 429,572 | $ | 46,079 |
Property_And_Equipment_Tables
Property And Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Fixed Assets | ' | ||||||||
Schedule Of Property And Equipment | ' | ||||||||
Property and equipment consists of the following at September 30, 2013 and December 31, 2012: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Property and equipment | $ | 2,364 | $ | 2,364 | |||||
Less: accumulated depreciation | 1,707 | 1,116 | |||||||
Property and equipment, net | $ | 657 | $ | 1,248 |
Website_Development_Costs_Tabl
Website Development Costs (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule Of Website Development Costs | ' | ||||||||
Website development costs consist of the following at September 30, 2013 and December 31, 2012: | |||||||||
30-Sep-12 | 31-Dec-12 | ||||||||
Website | $ | 91,298 | $ | 91,298 | |||||
Less: accumulated amortization | 81,348 | 47,112 | |||||||
Website, net | $ | 9,950 | $ | 44,186 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||||
Schedule Of Stock Options Outstanding | ' | ||||||||||||||||||||||||
The following summarizes pricing and term information for options issued to consultants that are outstanding as of September 30, 2013 and December 31, 2012: | |||||||||||||||||||||||||
Nine Months ended | Year ended | ||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||||
Average | Aggregate | Average | Aggregate | ||||||||||||||||||||||
Number of | Exercise | Intrinsic | Number of | Exercise | Intrinsic | ||||||||||||||||||||
Stock Options | Options | Price | Value | Options | Price | Value | |||||||||||||||||||
Balance at beginning of year | 5,000 | $ | 0.3 | — | 6,667 | $ | 0.3 | — | |||||||||||||||||
Granted | — | — | — | 250,000 | $ | 0.001 | — | ||||||||||||||||||
Exercised | — | — | — | (250,000 | ) | — | — | ||||||||||||||||||
Forfeited | — | — | — | — | — | — | |||||||||||||||||||
Balance at end of period | 5,000 | 0.3 | — | 6,667 | 0.3 | — | |||||||||||||||||||
Options exercisable at end of period | 5,000 | $ | 0.3 | — | 5,000 | $ | 0.3 | — | |||||||||||||||||
Weighted average fair value of | |||||||||||||||||||||||||
options granted | — | — | |||||||||||||||||||||||
Schedule Of Fair Value Assumptions Of Stock Options | ' | ||||||||||||||||||||||||
The fair value of the options was based on the Black Scholes Model using the following assumptions: | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Exercise price: | $ | N/A | $ | 0.3 | |||||||||||||||||||||
Market price at date of grant: | $ | N/A | $ | 1 | |||||||||||||||||||||
Volatility: | N/A | % | 229%-311 | % | |||||||||||||||||||||
Expected dividend rate: | N/A | % | 0 | % | |||||||||||||||||||||
Risk-free interest rate: | N/A | % | 0.13%-0.21 | % | |||||||||||||||||||||
Schedule Of Stock Options Activity | ' | ||||||||||||||||||||||||
The following activity occurred under the Company’s plans: | |||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Weighted-average grant date fair value of options granted | $ | - | $ | - | |||||||||||||||||||||
Aggregate intrinsic value of options exercise | N/A | N/A | |||||||||||||||||||||||
Fair value of options recognized as expense | $ | N/A | $ | 2,645 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Convertible Notes Payable Tables | ' | ||||||||
Schedule Of Total Outstanding Principle On Convertible Notes Payable | ' | ||||||||
The following table summarizes the total outstanding principle on convertible notes payable: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Convertible Notes Payable- Asher Enterprises, Inc. | $ | 213,000 | $ | — | |||||
Convertible Notes Payable - Tangier Investors, LLP | — | 38,500 | |||||||
Convertible Notes Payable- Dennis Pieczarka | 2,500 | — | |||||||
Convertible Notes payable - Christopher Thompson | 10,000 | — | |||||||
Convertible Notes payable - James Ault | 2,565 | — | |||||||
Convertible Notes payable - Charles Knoop | 1,000 | — | |||||||
Total | $ | 231,865 | $ | 38,500 |
Prepaids_Details
Prepaids (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Prepaid expense | $429,572 | $46,079 |
Iconosys | ' | ' |
Prepaid expense | ' | 11,942 |
Marlena Niemann | ' | ' |
Prepaid expense | ' | 30,804 |
Arthur Sterling | ' | ' |
Prepaid expense | ' | 3,333 |
Thomas Mead | ' | ' |
Prepaid expense | 10,996 | ' |
Pyrenees Investments LLC | ' | ' |
Prepaid expense | 72,625 | ' |
Jessie Redmayne | ' | ' |
Prepaid expense | 41,881 | ' |
Ambrosial Consulting Group | ' | ' |
Prepaid expense | 57,386 | ' |
Ryan Foland | ' | ' |
Prepaid expense | 30,000 | ' |
Christopher Thompson | ' | ' |
Prepaid expense | 30,000 | ' |
Mirador Consulting LLC | ' | ' |
Prepaid expense | $162,984 | ' |
Property_And_Equipment_Details
Property And Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property And Equipment Details | ' | ' |
Property and equipment, net | $2,364 | $2,364 |
Less : Accumulated depreciation | 1,707 | 1,116 |
Property and equipment, net | $657 | $1,248 |
Website_Development_Costs_Deta
Website Development Costs (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Website Development Costs Details | ' | ' |
Website | $91,298 | $91,298 |
Less : Accumulated amortization | 81,348 | 47,112 |
Website net | $9,950 | $44,186 |
Stockholders_Equity_Schedule_O
Stockholders' Equity (Schedule Of Stock Options Outstanding) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Number Of Options | ' | ' |
Balance at beginning of year | 5,000 | 6,667 |
Granted | ' | 250,000 |
Exercised | ' | -250,000 |
Forfeited | ' | ' |
Balance at end of period | 5,000 | 5,000 |
Options exercisable at end of period | 5,000 | 5,000 |
Weighted Average Exercise Price | ' | ' |
Balance at March 31, 2013 | $0.30 | $0.30 |
Granted | ' | $0.00 |
Exercised | ' | ' |
Forfeited | ' | ' |
Balance outstanding at June 30, 2013 | $0.30 | $0.30 |
Options exercisable at end of year | $0.30 | $0.30 |
Weighted average fair value of options granted during the period | ' | ' |
Aggregate Intrinsic Value | ' | ' |
Balance at March 31, 2013 | ' | ' |
Granted | ' | ' |
Exercised | ' | ' |
Forfeited | ' | ' |
Balance outstanding at June 30, 2013 | ' | ' |
Options exercisable at end of year | ' | ' |
Stockholders_Equity_Schedule_O1
Stockholders' Equity (Schedule Of Fair Value Assumptions Of Stock Options) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Fair value of the stock options - Black Scholes Model | ' | ' |
Exercise price | ' | $0.30 |
Market price at date of grant | ' | $1 |
Volatility, Minimum | ' | 229.00% |
Volatility, Maximum | ' | 311.00% |
Expected dividend rate: | ' | 0.00% |
Risk-free interest rate, Minimum | ' | 0.13% |
Risk-free interest rate, Maximum | ' | 0.21% |
Stockholders_Equity_Schedule_O2
Stockholders' Equity (Schedule Of Stock Options Activity) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Stockholders Equity Schedule Of Stock Options Activity Details | ' | ' |
Weighted -average grant date fair value of options granted | ' | ' |
Aggregate intrinsic value of options exercise | ' | ' |
Fair value of options recognized as expense | ' | $2,645 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | $231,865 | $38,500 |
Convertible Note Payable - Asher Enterprises Inc | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | 213,000 | ' |
Convertible Note Payable - Tangier Investors LLP | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | ' | 38,500 |
Convertible Note Payable - Dennis Pieczarka | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | 2,500 | ' |
Convertible Note Payable - Christopher Thompson | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | 10,000 | ' |
Convertible Note Payable - Michael Lace | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | 2,800 | ' |
Convertible Note Payable - James Ault | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | 2,565 | ' |
Convertible Note Payable - Charles Knoop | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | $1,000 | ' |
Significant_Accounting_Policie2
Significant Accounting Policies (Narrative) (Details) (USD $) | 0 Months Ended | 9 Months Ended | ||
Apr. 09, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Reverse stock split | '300 to 1 | ' | ' | ' |
Advertising expenses | ' | $12,097 | $2,630 | ' |
Accounts receivable, gross | ' | $6,423 | ' | $5,423 |
Estimated useful life of equipment | ' | '3 years | ' | ' |
Intangible assets useful life | ' | '10 years | ' | ' |
Convertible Debentures | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | ' | 3,630,683 | ' | ' |
Stock Payable - Ad Shark Merger | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | ' | 16,457,916 | ' | ' |
Prepaids_Narrative_Details
Prepaids (Narrative) (Details) (USD $) | 0 Months Ended | ||||||||
Jul. 02, 2013 | Sep. 09, 2013 | Jul. 02, 2013 | Sep. 09, 2013 | Jul. 02, 2013 | Jul. 12, 2013 | Sep. 09, 2013 | Sep. 09, 2013 | Sep. 17, 2013 | |
Pyrenees Investments LLC | Jessie Redmayne | Jessie Redmayne | Ambrosial Consulting Group | Ambrosial Consulting Group | Small Cap Voice.com | Ryan Foland | Christopher Thompson | Mirador Consulting LLC | |
Stock issued for services, Shares | 450,000 | 250,000 | 250,000 | 300,000 | 450,000 | 158,000 | 250,000 | 250,000 | 1,400,000 |
Sale of stock price per share | $0.19 | $0.16 | $0.19 | $0.16 | $0.19 | $0.30 | $0.16 | $0.16 | $0.13 |
Terms of consulting agreement | '12 months | '3 months | '4 months | '4 months | '4 months | '6 months | '3 months | '3 months | '6 months |
Property_And_Equipment_Narrati
Property And Equipment (Narrative) (Details) (Property And Equipment, USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Property And Equipment | ' | ' |
Depreciation | $591 | $0 |
Web_Site_Development_Costs_Nar
Web Site Development Costs (Narrative) (Details) (Website Development Costs, USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Website Development Costs | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization | $34,236 | $0 |
Share_Exchange_Agreement_Narra
Share Exchange Agreement (Narrative) (Details) (Ad Shark Inc) | 0 Months Ended | 9 Months Ended |
Nov. 09, 2012 | Sep. 30, 2013 | |
Ad Shark Inc | ' | ' |
Shares issuable under share exchange agreement | 27,939,705 | ' |
Description of shares issued under share exchange agreement | ' | ' |
As of September 30, 2013, the Company has issued 3,143,311 shares of common stock in the Company for the conversion of 13,767,684 shares of Ad Shark, Inc. The Company has reported the remaining shares issuable as stock subscription payable on the balance sheet and statement of stockholders’ equity. |
Stockholders_Equity_Common_Sto
Stockholders Equity (Common Stock) (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 79 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 08, 2013 | Oct. 31, 2013 | |
Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Subsequent Event | Subsequent Event | ||||||
Convertible Note Payable - Asher Enterprises Inc | Consultant for services | Common Stock issued for cash | Common Stock issued for cash | Common Stock | ||||||||
Consultant for services | ||||||||||||
Changes in capital structure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
On October 8, 2013, the Company filed a Certificate of Amendment to the Articles of Incorporation with the state of Nevada to increase the total authorized capital from 75,000,000 shares of common stock, par value $0.001, to 750,000,000 shares consisting of 730,000,000 shares of common stock, par value $0.001, and 20,000,000 shares of preferred stock, par value $0.001 | ||||||||||||
Total shares issued during period | ' | ' | ' | ' | ' | 9,329,562 | ' | ' | ' | ' | ' | ' |
Shares issued for cash | ' | ' | ' | ' | ' | ' | ' | ' | 861,751 | ' | ' | ' |
Shares issued for cash, value | ' | ' | ' | ' | ' | ' | ' | ' | $454,300 | ' | ' | ' |
Proceeds from sale of stock | ' | ' | 168,875 | 5,000 | 500,845 | ' | ' | ' | ' | 278,425 | ' | ' |
Shares issued for services | ' | ' | ' | ' | ' | ' | ' | 5,164,500 | ' | ' | ' | 315,000 |
Consulting expense | 69,651 | 147,718 | 384,335 | 261,588 | 1,445,281 | ' | ' | 516,503 | ' | ' | ' | ' |
Shares issued for conversion of debt | ' | ' | ' | ' | ' | ' | 160,000 | ' | ' | ' | ' | ' |
Debt conversion converted instrument original debt amount | ' | ' | $30,000 | $217,676 | $462,242 | ' | $30,000 | ' | ' | ' | ' | ' |
Cancellation of shares issued to consultants | ' | ' | ' | ' | ' | ' | ' | 323,833 | ' | ' | ' | ' |
Convertible_Notes_Payable_Narr
Convertible Notes Payable (Narrative) (Details) (USD $) | 9 Months Ended | 79 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 20, 2013 | Apr. 11, 2013 | 13-May-13 | Jun. 14, 2013 | Jul. 10, 2013 | Sep. 12, 2013 | Apr. 20, 2013 | Apr. 10, 2013 | Mar. 21, 2013 | 16-May-11 | Nov. 30, 2012 | Sep. 30, 2013 | 22-May-13 | Apr. 01, 2013 | Jun. 26, 2013 | Sep. 30, 2013 | Jul. 09, 2013 | Sep. 26, 2013 | Aug. 08, 2013 | Sep. 30, 2013 | |
Iconosys | Convertible Note Payable - Asher Enterprises Inc | Convertible Note Payable - Asher Enterprises Inc | Convertible Note Payable - Asher Enterprises Inc | Convertible Note Payable - Asher Enterprises Inc | Convertible Note Payable - Asher Enterprises Inc | Convertible Note Payable - Tangier Investors LLP | Convertible Note Payable - Tangier Investors LLP | Convertible Note Payable - Tangier Investors LLP | Convertible Note Payable - Tangier Investors LLP | Convertible Note Payable - Tangier Investors LLP | Convertible Note Payable - Tangier Investors LLP | Convertible Note Payable - Dennis Pieczarka | Convertible Note Payable - Christopher Thompson | Convertible Note Payable - Michael Lace | Convertible Note Payable - Michael Lace | Convertible Note Payable - Charles Knoop | Convertible Note Payable - Balamurugan Shanmugam | Convertible Note Payable - Balamurugan Shanmugam | Convertible Note Payable - Balamurugan Shanmugam | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face value of note payable | ' | ' | ' | ' | ' | $42,500 | $63,000 | $37,500 | $37,500 | $32,500 | ' | ' | ' | $50,000 | ' | ' | $2,500 | $10,000 | $2,800 | ' | $1,000 | ' | $5,000 | ' |
Interest percent | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ' | ' | ' | 7.00% | ' | ' | 9.00% | 9.00% | 9.00% | ' | 9.00% | ' | 9.00% | ' |
Debt conversion terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
If the Note is not paid in full with interest on the maturity date, the note holder has the right to convert this Note into restricted common shares of the Company. The conversion price shall equal the “Variable Conversion Price” (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower). The “Variable Conversion Price” shall mean 75% multiplied by the Market Price (representing a discount rate of 25%). “Market Price” means the lowest 11 trading price for the Common Stock during the seven (7) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile. | ||||||||||||||||||||||||
The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. | The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. | The note is convertible into common shares of the Company at a conversion rate of 55% of the market price, calculated as the average of the three lowest trading prices in the previous 10 days leading up to the date of conversion. | The Note is convertible into the Company’s common stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price, beginning one hundred eighty (180) days from the date of the Note’s issuance. | The Note is convertible into the Company’s common stock at a conversion price equal to fifty-five percent (55%) of the then-prevailing market price, beginning one hundred eighty (180) days from the date of the Note’s issuance. | ||||||||||||||||||||
Note maturity date | ' | ' | ' | ' | ' | 14-Jan-14 | 17-Feb-14 | 18-Mar-14 | ' | ' | ' | ' | ' | 7-May-12 | ' | ' | 22-May-14 | 1-Apr-14 | 26-Jun-14 | ' | 9-Jul-14 | ' | 8-Aug-14 | ' |
Debt instrument conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | $0.10 | $0.05 | ' | $0.10 | ' | $0.10 | ' |
Extended note maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25-Jan-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for conversion of note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | 80,000 | ' | ' | 160,000 | ' | ' | ' | 56,221 | ' | 50,604 | ' | 50,604 |
Debt converted value | 30,000 | 2,514,865 | 2,527,367 | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | 15,000 | ' | ' | 30,000 | ' | ' | ' | 2,800 | ' | 5,000 | ' | 5,000 |
Interest portion of debt converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | 60 | ' | 60 |
Cost of the loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees to be paid to third party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Terms of note extend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
In November of 2012 Tangier Investors LLP agreed to extend the terms of the convertible note for 5,000 common shares paid as consideration by the Company. | ||||||||||||||||||||||||
Interest accrued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,221 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of notes payable by Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable to related parties | $19,721 | ' | $19,721 | ' | $10,721 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_To_Related_Parti1
Notes Payable To Related Parties (Narrative) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 08, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Promissory Note - Iconosys, Inc | Iconosys | Iconosys | |||
Asset Purchase Agreement | Note Payable | Note Payable | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Notes payable to related party | $58,250 | $13,250 | $45,000 | $13,250 | $13,250 |
Debt instrument description | ' | ' | ' | ' | ' |
The note payable has terms of 0% interest and is payable on demand. | |||||
Interest percent | ' | ' | 4.00% | ' | ' |
Note maturity date | ' | ' | 7-Aug-14 | ' | ' |
Accrued interest | $256 | $0 | ' | ' | ' |
Asset_Purchase_Agreement_With_1
Asset Purchase Agreement With Iconosys (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 79 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 08, 2013 | Sep. 30, 2013 | |
Iconosys | Asset Purchase Agreement | Asset Purchase Agreement | ||||||
Iconosys | Iconosys | |||||||
Description of asset purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' |
In accordance with the terms and provisions of the Asset Purchase Agreement, the Company shall pay to Iconosys a purchase price of $250,000 as follows: (i) $50,000 of the Purchase Price shall be paid in cash with a cash payment of $5,000 and $45,000 to be satisfied with the issuance of a promissory note dated August 8, 2013, due August 7, 2014, and with annum interest of 4%. The remaining $200,000 of the purchase price shall be paid in stock through a stock purchase agreement dated August 8, 2013 whereby the Company will issue Iconosys 1,052,632 common shares with a fair market price of $.0.19 (based on the closing trading price of the Company's shares of common stock on the OTC Bulletin Board as of August 8, 2013. | ||||||||
No of shares recorded as stock payable | ' | ' | ' | ' | ' | ' | ' | 1,052,632 |
Commission revenues- related parties | $12,773 | ' | $12,773 | ' | $339,020 | $11,470 | ' | $1,303 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 79 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||||
Apr. 09, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 09, 2012 | Sep. 30, 2013 | Apr. 20, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 04, 2013 | Aug. 01, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Nov. 09, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | Jul. 02, 2013 | |
Ad Shark Inc | Iconosys | Iconosys | Chief Financial Officer - Wayne Irving | Chief Financial Officer - Wayne Irving | Fan Apps | Master Purchase Agreement with Iconosys | President Wayne Irving | President Wayne Irving | President Wayne Irving | President Wayne Irving | CEO of Monster and Ad Shark | Paul Gain, Former officer | Paul West, Former Officer | Stock Purchase Agreement | ||||||||
Ad Shark Inc | Ad Shark Inc | Ad Shark Inc | CEO - Wayne Irving | |||||||||||||||||||
Restricted Stock | Restricted Stock | |||||||||||||||||||||
Stock purchase agreement description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
On July 2, 2013, Wayne Irving (CEO of the Company) entered into a stock purchase agreement with Jeffrey Weis, an individual. Mr. Weiss sold 660,000 shares of common stock to Mr. Irving at a share price of $0.000002 per share for a total consideration of $1.32. At the time of the transaction, the sale price was approximately $0.1899 below the closing stock price of the Company on the date of the transaction which was $0.19. | ||||||||||||||||||||||
Commission revenues- related parties | ' | $12,773 | ' | $12,773 | ' | $339,020 | ' | ' | $11,470 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' |
Line of credit description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The line of credit agreement has terms of 4%, payable on demand. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan receivable balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 286,604 | 452,362 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,378 | 8,840 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable to related party | ' | 19,721 | ' | 19,721 | ' | 19,721 | ' | ' | ' | 10,721 | ' | ' | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares received in exchange of advance owed to Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15,046,078 shares | ' | ' | ' | ' | ' | ' | ' | ' |
Description of stock received from Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
In addition, the Company received 15,046,078 shares of Iconosys common stock, $0.001 par value, as consideration for the cancellation of $295,862 in advances to Iconosys and $2,884 in accrued interest receivable. The Iconosys stock received accounts for approximately 10% of the 150,460,781 shares of Iconosys issued and outstanding as of June 30, 2013. | ||||||||||||||||||||||
Note payable to related party | ' | 58,250 | ' | 58,250 | ' | 58,250 | 13,250 | ' | ' | ' | 13,250 | 13,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | 0.00% | ' | 0.00% | ' | ' | ' | ' |
Loan from officer | ' | 13,421 | ' | 13,421 | ' | 13,421 | 101,125 | ' | ' | ' | ' | ' | ' | ' | ' | 13,421 | ' | 101,125 | ' | ' | ' | ' |
Terms of employment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The term of employment shall be three (3) years, commencing on the August 1, 2011 and terminating on July 31, 2014, or at a later mutually agreeable date. Salary compensation is to be paid at the rate of $88,500 annually, payable on a monthly basis. On the anniversary of employment, this rate will increase 5% annually. | ||||||||||||||||||||||
Accrued wages to officer | ' | 279,856 | ' | 279,856 | ' | 279,856 | 197,113 | ' | ' | ' | ' | ' | ' | ' | ' | 133,145 | ' | 127,219 | ' | ' | ' | ' |
Cash payments made to Wayne Irving | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 63,767 | 0 | ' | ' | ' | ' | ' |
Due from Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' |
Line of credit due from Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 271,000 | ' | ' | ' |
Due to Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75,000 | ' | ' | ' |
Shares issued for consulting agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 1,500,000 | ' |
Exchange ratio | '300 to 1 | ' | ' | ' | ' | ' | ' | 'Each share of Ad Shark common stock (an aggregate of 122,375,910 shares) was converted into one share of the Company’s common stock, based on an exchange ratio of 4.38 to 1 reverse. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 9 Months Ended | 79 Months Ended | 9 Months Ended | 2 Months Ended | 1 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 19, 2013 | Oct. 31, 2013 | |
Consultant for services | Subsequent Event | Subsequent Event | ||||
Common Stock | Common Stock | Consultant for services | ||||
Convertible Debt | Common Stock | |||||
Shares issued for services | ' | ' | ' | 5,164,500 | ' | 315,000 |
Shares issued for conversion of debt | ' | ' | ' | ' | 1,536,089 | ' |
Debt conversion converted instrument original debt amount | $30,000 | $217,676 | $462,242 | ' | $37,800 | ' |