Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 15, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Monster Arts Inc. | ' | ' |
Entity Central Index Key | '0001423746 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-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 Public Float | ' | ' | $501,555 |
Entity Common Stock, Shares Outstanding | ' | 159,099,149 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | $46,234 | $182,820 |
Accounts receivable, net of allowance for doubtful accounts of $1,250 | 4,173 | 4,173 |
Loans receivable to related party | 290,532 | 452,362 |
Interest receivable to related party | 15,577 | 8,840 |
Prepaid expenses | 139,996 | 46,079 |
Total Current Assets | 496,512 | 694,274 |
Fixed Assets | ' | ' |
Property and equipment,net | 460 | 1,248 |
Website,net | ' | 44,186 |
Total Fixed Assets | 460 | 45,434 |
Other Assets | ' | ' |
Available-for-sale securities | 6,000 | ' |
Total Other Assets | 6,000 | ' |
Total Assets | 502,972 | 739,708 |
Current Liabilities | ' | ' |
Accounts payable & accured expenses | 67,586 | 70,219 |
Accounts payable & accrued expenses to related parties | 169,577 | 127,219 |
Accrued interest | 11,659 | 1,812 |
Deferred revenues | 18,359 | ' |
Loan from officers | 17,021 | 101,125 |
Notes payable | 10,161 | ' |
Notes payable to related party | 57,480 | 13,250 |
Convertible notes payable | 261,945 | 38,500 |
Derivative Liability | 21,876,947 | ' |
Total Liabilities | 22,490,735 | 352,125 |
Stockholders' Equity: | ' | ' |
Preferred stock, $.001 par value 10,000,000 shares authorized, 0 shares issued and outstanding, respectively Series A preferred stock, $.001 par value 10,000,000 shares authorized, 0 shares issued and outstanding, respectively | ' | ' |
Common stock, $0.001 par value 730,000,000 shares authorized, 29,201,615 and 3,389,361 shares issued and outstanding, respectively | 29,202 | 3,389 |
Additional paid in capital | 6,121,441 | 4,932,914 |
Stock subscription payable | 493,673 | 788,389 |
Accumulated Comprehensive Loss | -4,000 | ' |
Deficit accumulated during the development stage | 28,628,079 | 5,337,109 |
Total stockholders' equity (deficit) | -21,987,763 | 387,583 |
Total Liabilities and Stockholders' Equity | 502,972 | 739,708 |
Series A Preferred Stock | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock, $.001 par value 10,000,000 shares authorized, 0 shares issued and outstanding, respectively Series A preferred stock, $.001 par value 10,000,000 shares authorized, 0 shares issued and outstanding, respectively | ' | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for doubtfull accounts | $1,250 | $1,250 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 730,000,000 | 730,000,000 |
Common stock, shares issued | 29,201,615 | 3,389,361 |
Common stock, shares outstanding | 29,201,615 | 3,389,361 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | 82 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
REVENUES | ' | ' | ' |
Commission | $13,750 | $36,250 | $207,385 |
Commission - related parties | 11,470 | ' | 337,717 |
License revenues | ' | 33,333 | 100,000 |
Services | 1,961 | 9,750 | 11,711 |
Services- related party | 5,387 | ' | 78,588 |
Total revenues | 32,568 | 79,333 | 735,401 |
Cost of services | 12,627 | 4,405 | 266,860 |
Gross Profit | 19,941 | 74,928 | 468,541 |
Operating expenses: | ' | ' | ' |
General and administration | 80,399 | 101,264 | 662,883 |
Consulting | 991,122 | 325,768 | 2,030,947 |
Wages | 177,642 | 55,456 | 437,298 |
Marketing and promotions | 17,097 | 4,370 | 52,998 |
Depreciation and amortization | 44,974 | 7,805 | 69,539 |
Professional fees | 121,519 | 212,731 | 543,099 |
Total operating expenses | 1,432,753 | 707,394 | 3,796,764 |
Income (Loss) from operations | -1,412,812 | -632,466 | -3,328,223 |
Other income and (expenses): | ' | ' | ' |
Interest expense | 14,950 | 5,160 | 95,841 |
Interest expense - derivative | 21,876,947 | ' | 21,876,947 |
Interest income | 9,643 | ' | 14,802 |
Financing expense | ' | 31,148 | 160,987 |
Loss on debt settlement | ' | -2,700,000 | -2,700,000 |
Debt forgiveness | -4,096 | ' | -10,552 |
Refund on expenses | ' | ' | 34,000 |
Impairment expense | ' | ' | 525,435 |
Total other income and (expenses) | -21,878,158 | -2,736,308 | -25,299,856 |
Net loss before taxes | -23,290,970 | -3,368,774 | -28,628,079 |
Tax provisions | ' | ' | ' |
Net loss after taxes | -23,290,970 | -3,368,774 | -28,628,079 |
Gain (Loss) on Available for Sale Securities | -4,000 | ' | -4,000 |
Other Comprehensive Income (Loss) | ($23,294,970) | ($3,368,774) | ($28,632,079) |
Basic & diluted loss per share | ($3.28) | ($1.47) | ' |
Weighted average shares outstanding | 7,102,414 | 2,289,099 | ' |
Consolidated_Statements_Of_Sto
Consolidated Statements Of Stockholders' Equity (Deficit) (USD $) | Common Stock | Additional Paid-In Capital | Common Stock Receivable | Common Stock Payable | Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance, Amount at Feb. 22, 2007 | ' | $400 | ' | ' | ' | ' | ' |
Founder shares issued for services, Shares | 56,250 | ' | ' | ' | ' | ' | ' |
Founder shares issued for services, Amount | 56 | 11,194 | ' | ' | ' | ' | 11,250 |
Contributed Capital | ' | 585 | ' | ' | ' | ' | 585 |
Tropical PC spin off shares, Shares | 4,050 | ' | ' | ' | ' | ' | ' |
Tropical PC spin off shares, Amount | 4 | -4 | ' | ' | ' | ' | ' |
Shaers returned to Company / Cancellation of unearned shares, Shares | -3,000 | ' | ' | ' | ' | ' | ' |
Shares returned to Company / Cancellation of unearned shares, Amount | -3 | 3 | ' | ' | ' | ' | ' |
Shares issued pursuant to offer, Shares | 37,500 | ' | ' | ' | ' | ' | ' |
Shares issued pursuant to offer, Amount | 38 | 33,712 | ' | ' | ' | ' | 33,750 |
Net income (loss) | ' | ' | ' | ' | ' | -6,595 | -6,595 |
Balance, Amount at Dec. 31, 2007 | 95 | 45,890 | ' | ' | ' | -6,595 | 39,390 |
Balance, Shares at Dec. 31, 2007 | 94,800 | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | -41,556 | -41,556 |
Balance, Amount at Dec. 31, 2008 | 95 | 45,890 | ' | ' | ' | -48,151 | -2,166 |
Balance, Shares at Dec. 31, 2008 | 94,800 | ' | ' | ' | ' | ' | ' |
Private placement, Shares | 67,500 | ' | ' | ' | ' | ' | ' |
Private placement, Amount | 67 | 13,432 | -1,000 | ' | ' | ' | 12,499 |
Net income (loss) | ' | ' | ' | ' | ' | 8,741 | 8,741 |
Balance, Amount at Dec. 31, 2009 | 162 | 59,322 | -1,000 | ' | ' | -39,410 | 19,074 |
Balance, Shares at Dec. 31, 2009 | 162,300 | ' | ' | ' | ' | ' | ' |
Founder shares issued for services, Shares | 3,662 | ' | ' | ' | ' | ' | ' |
Founder shares issued for services, Amount | 4 | 462,833 | -400 | ' | ' | ' | 462,437 |
Shaers returned to Company / Cancellation of unearned shares, Shares | -5,000 | ' | ' | ' | ' | ' | ' |
Shares returned to Company / Cancellation of unearned shares, Amount | -5 | -995 | 1,000 | ' | ' | ' | ' |
Shares issued for cash, Shares | 40,000 | ' | ' | ' | ' | ' | ' |
Shares issued for cash, Amount | 40 | 7,960 | -8,000 | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | -494,195 | -494,195 |
Balance, Amount at Dec. 31, 2010 | 201 | 529,120 | -8,400 | ' | ' | -533,605 | -12,684 |
Balance, Shares at Dec. 31, 2010 | 200,962 | ' | ' | ' | ' | ' | ' |
Founder shares issued for services, Shares | 2,000 | ' | ' | ' | ' | ' | ' |
Founder shares issued for services, Amount | 2 | 155,998 | ' | 750 | ' | ' | 156,750 |
Shares issued for cash, Shares | 1,309 | ' | ' | ' | ' | ' | ' |
Shares issued for cash, Amount | 1 | 13,190 | ' | ' | ' | ' | 13,191 |
Shares issued for license | ' | ' | ' | 450,000 | ' | ' | 450,000 |
Issuance of stock options for services | ' | 14,302 | ' | ' | ' | ' | 14,302 |
Shares issued as part of strategic alliance, Amount | ' | ' | ' | 35,825 | ' | ' | 35,825 |
Shares issued for conversion of note payable/ debt settlement, Shares | 16,296 | ' | ' | ' | ' | ' | ' |
Shares issued for conversion of note payable/debt settlement, Amount | 16 | 202,776 | ' | ' | ' | ' | 202,792 |
Financing fees incurred on sale of stock | ' | 5,000 | ' | ' | ' | ' | 5,000 |
Write off stock receivable | ' | ' | 8,400 | ' | ' | ' | 8,400 |
Net income (loss) | ' | ' | ' | ' | ' | -998,876 | -998,876 |
Balance, Amount at Dec. 31, 2011 | 220 | 910,386 | ' | 486,575 | ' | -1,532,481 | -135,300 |
Balance, Shares at Dec. 31, 2011 | 220,567 | ' | ' | ' | ' | ' | ' |
Founder shares issued for services, Shares | 430,000 | ' | ' | ' | ' | ' | ' |
Founder shares issued for services, Amount | 430 | 226,710 | ' | 31,274 | ' | ' | 258,414 |
Contributed Capital | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock options for services | ' | 134,291 | ' | ' | ' | ' | 134,291 |
Shares issued as part of strategic alliance, Shares | 834 | ' | ' | ' | ' | ' | ' |
Shares issued as part of strategic alliance, Amount | 1 | 35,824 | ' | -35,825 | ' | ' | ' |
Shares issued for conversion of note payable/ debt settlement, Shares | 2,732,156 | ' | ' | ' | ' | ' | ' |
Shares issued for conversion of note payable/debt settlement, Amount | 2,732 | 2,948,110 | ' | ' | ' | ' | 2,950,842 |
Stock subscription payable | ' | ' | ' | 278,425 | ' | ' | 278,425 |
Stock issued for note extension, Shares | 5,000 | ' | ' | ' | ' | ' | ' |
Stock issued for note extension, Amount | 5 | 14,995 | ' | ' | ' | ' | 15,000 |
Stock split adjustment, Shares | 803 | ' | ' | ' | ' | ' | ' |
Stock split adjustment, Amount | 1 | ' | ' | ' | ' | ' | 1 |
Effect from share exchange agreement with Ad Shark, Inc | ' | 662,598 | ' | 27,940 | ' | -435,854 | 254,684 |
Master Purchase Agreement with Iconosys (Note 11) | ' | ' | ' | ' | ' | ' | ' |
Loss on available for sale securities | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | -3,368,774 | -3,368,774 |
Balance, Amount at Dec. 31, 2012 | 3,389 | 4,932,914 | ' | 788,389 | ' | -5,337,109 | 387,583 |
Balance, Shares at Dec. 31, 2012 | 3,389,360 | ' | ' | ' | ' | ' | ' |
Founder shares issued for services, Shares | 7,355,667 | ' | ' | ' | ' | ' | ' |
Founder shares issued for services, Amount | 7,356 | 1,019,413 | ' | -28,201 | ' | ' | 998,568 |
Contributed Capital | ' | ' | ' | ' | ' | ' | ' |
Shaers returned to Company / Cancellation of unearned shares, Shares | -323,832 | ' | ' | ' | ' | ' | ' |
Shares returned to Company / Cancellation of unearned shares, Amount | -323 | -91,969 | ' | ' | ' | ' | -92,292 |
Shares issued for cash, Shares | 861,751 | ' | ' | ' | ' | ' | ' |
Shares issued for cash, Amount | 862 | 446,438 | ' | -271,425 | ' | ' | 175,875 |
Issuance of stock options for services | ' | ' | ' | ' | ' | ' | ' |
Shares issued for conversion of note payable/ debt settlement, Shares | 14,775,358 | ' | ' | ' | ' | ' | ' |
Shares issued for conversion of note payable/debt settlement, Amount | 14,775 | 113,390 | ' | ' | ' | ' | 128,165 |
Stock subscription payable | ' | ' | ' | 7,000 | ' | ' | 7,000 |
Stock issued for note extension, Amount | ' | ' | ' | ' | ' | ' | ' |
Stock issued from converted Ad Shark, Inc. shareholders, Shares | 3,143,311 | ' | ' | ' | ' | ' | ' |
Stock issued from converted Ad Shark, Inc. shareholders, Amount | 3,143 | ' | ' | -3,143 | ' | ' | ' |
Master Purchase Agreement with Iconosys (Note 11) | ' | -298,745 | ' | ' | ' | ' | -298,745 |
Asset purchase of TAVG | ' | ' | ' | 1,053 | ' | ' | 1,053 |
Loss on available for sale securities | ' | ' | ' | ' | -4,000 | ' | -4,000 |
Net income (loss) | ' | ' | ' | ' | ' | -23,290,970 | -23,290,970 |
Balance, Amount at Dec. 31, 2013 | $29,202 | $6,121,441 | ' | $493,673 | ($4,000) | ($28,628,079) | ($21,987,763) |
Balance, Shares at Dec. 31, 2013 | 29,201,615 | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | 82 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Statement of Cash Flows [Abstract] | ' | ' | ' |
Net Loss for the period | ($23,290,970) | ($3,368,774) | ($28,628,079) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ' |
Impairment loss | ' | 100,000 | 525,435 |
License revenues- non cash | ' | -33,333 | -100,000 |
Available-for-sale securities revenues | -3,050 | ' | -3,050 |
Non-cash compensation | ' | ' | 8,400 |
Forgiveness of debt | ' | ' | -846 |
Financing fees | ' | 31,148 | 160,987 |
Derivative expense | 21,876,947 | ' | 21,876,947 |
Stock for services | 998,568 | 258,414 | 1,873,109 |
Stock options for services | ' | 134,291 | 134,291 |
Stock for note extension | ' | 15,000 | 15,000 |
Bad debt | ' | 1,250 | 1,250 |
Discount on notes payable | ' | 15,000 | 15,000 |
Loss on debt settlement | ' | 2,700,000 | 2,700,000 |
Strategic alliance costs | ' | 35,825 | 45,878 |
Effect from share exchange | ' | 24,618 | 24,618 |
Master purchase agreement | -298,745 | ' | -298,745 |
Depreciation and amortization | 44,974 | 7,805 | 77,344 |
Changes in Operated Assets and Liabilities: | ' | ' | ' |
(Increase) decrease in prepaids | ' | -19,807 | ' |
(Increase) decrease in accounts receivable | ' | 4,000 | -5,423 |
Increase in interest receivable | -6,737 | -5,159 | -15,577 |
Decrease in unamortized financing fees | ' | 2,421 | -2,875 |
Increase (decrease) in loan receivable to related party | 18,356 | -171,812 | 290,532 |
Increase in unearned revenues | 18,359 | ' | 18,359 |
Increase in accounts payable and accured expenses | 65,480 | 62,607 | 67,586 |
Increase in accounts payable to related parties | 42,358 | ' | 169,577 |
Increase (decrease) in accrued interest | 9,847 | -7,291 | 11,659 |
Net cash (used) in operating activities | -524,613 | -213,797 | -1,038,623 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from sale of stock | 168,875 | 278,425 | 515,845 |
Stock subscription payable | 7,000 | ' | 7,000 |
Proceeds from officer loan | 18,165 | 101,125 | 119,290 |
Payments on officer loan | 102,269 | ' | 102,269 |
Proceeds from convertible notes | 286,865 | ' | 527,365 |
Payments on convertible notes | ' | ' | 6,000 |
Proceeds from note payable | 10,161 | ' | 10,161 |
Proceeds from notes payable to related party | -770 | 13,250 | 12,480 |
Contributed capital | ' | ' | 985 |
Net Cash Provided by Financing Activities | 388,027 | 392,800 | 1,084,857 |
Net (Decrease) Increase in Cash | -136,586 | 179,003 | 46,234 |
Cash at Beginning of Period | 182,820 | 3,817 | ' |
Cash (Overdraft) at End of Period | 46,234 | 182,820 | 46,234 |
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 convertible notes payable | 128,165 | 217,676 | 560,407 |
Stock issued for debt settlement | ' | 2,700,000 | 2,700,000 |
Increase in prepaid stock compensation | ' | $257,419 | $257,419 |
Organization_And_Business_Desc
Organization And Business Description | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Organization & Business Description | ' |
NOTE 1 – ORGANIZATION & BUSINESS DESCRIPTION | |
On May 2, 2013, Monster Arts, Inc. (the “Company”) amended its articles of incorporation to change its name from Monster Offers to Monster Arts, Inc. 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 March 4, 2013, the Company entered into a Master Purchase Agreement with Iconosys, Inc., a private California corporation whom shares a common officer with the Company, whereby the Company acquired a 10% interest in Iconosys, Inc. (Referenced in the Master Purchase Agreement in Note 15). | |
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. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 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 December 31, 2013, the Company incurred an accumulated deficit during development stage of approximately $28,628,079. 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 | 12 Months Ended |
Dec. 31, 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”). | |
Principles of Consolidation | |
The accompanying consolidated financial statements include all of the accounts of the Company and Ad Shark, Inc. as of December 31, 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, including the comparative balance sheet as of December 31, 2011. | |
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 December 31, 2013 and 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 $17,097 and $4,370 for the years ended December 31, 2013 and 2012, respectively. For the period since inception on February 23, 2007 through the year ended December 31, 2013, the Company has incurred advertising expenses of $52,998. | |
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 December 31, 2013, the Company had multiple convertible debentures outstanding that if-converted would result in 78,369,390 new common shares being issued. The Company also has a court order settlement with Premier Venture Partners that will require them to issue an additional 58,668,039 shares of common stock. | |
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 December 31, 2013 and December 31, 2012, we have $5,423, respectively, in accounts receivable and $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 | |
Company management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Prepaids
Prepaids | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Prepaids | ' | ||||||||
Prepaids | ' | ||||||||
NOTE 4 – PREPAIDS | |||||||||
At December 31, 2013 and December 31, 2012 the Company recorded prepaid expense of $139,995 and $46,079. The prepaid asset recorded at December 31, 2013 was the result of the Company executing four consulting contracts for future services which have terms extending past December 31, 2013. They are as follows, | |||||||||
On January 9, 2013, the Company issued 50,000 shares of common stock to Thomas Mead as part of a (3) three year employment agreement to serve as the Company’s Director of Technology. The Company valued the shares at the closing price of $0.285 on the date of the agreement and recorded the remaining unearned portion of the contract as a prepaid expense which is being expensed over the contract life of three years. | |||||||||
On June 7, 2013, the Company signed a consulting agreement with Pyrenees Investments, LLC, a Nevada Limited Liability Company for services including but not limited to the introduction to potential investor relation firms and capital investor groups. The Company agreed to compensate Pyrenees Investments, LLC with $25,000 worth of restricted common stock for a (1) one year contract term. As of June 30, 2013, the Company has not issued any stock pursuant to this executed agreement. The Company recorded a $25,000 stock subscription payable and has recorded a prepaid asset for the unearned portion of the contract term. | |||||||||
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 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. | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Iconosys | $ | — | $ | 11,942 | |||||
Marlena Niemann | — | 30,804 | |||||||
Arthur Sterling | — | 3,333 | |||||||
Thomas Mead | 9,897 | — | |||||||
Pyrenees Investments, LLC | 48,607 | — | |||||||
Mirador Consulting LLC | 81,491 | — | |||||||
$ | 139,995 | $ | 46,079 | ||||||
Available_For_Sale_Securities
Available For Sale Securities | 12 Months Ended |
Dec. 31, 2013 | |
Available For Sale Securities | ' |
Available For Sale Securities | ' |
NOTE 5 – AVAILABLE FOR SALE SECURITIES | |
On November 1, 2013, the Company executed a joint venture agreement with Intelligent Living, Inc. (“ILIV”). You can read the full agreement in the registrant’s SEC Form 8-K filing on November 5, 2013. The Company will provide ILIV comprehensive and end-to-end turnkey business function through its development of smartphone and tablet apps. The Company’s revenue sharing will be 35% of gross payments from app sales from Google Play and 50% of gross payments from app sales through Amazon, Nook, iTunes, and others. The Company will be paid in the form of stock by ILIV which is a publically traded company trading on the OTCQB under the symbol “ILIV”. The Company will be paid 36,600,000 common shares of ILIV in quarterly installments over a period of 2 years from the date of the agreement. The Company has been paid an initial 10,000,000 common shares upon closing of the agreement which were valued at the closing price of ILIV stock on November 1, 2013 which was $0.001. This resulted in the Company recording an available-for-sale securities asset of $10,000. The available-for-sale securities asset was revalued at December 31, 2013 using the ILIV closing stock price of $0.0006 per share which resulted in the Company recording an unrealized loss on available-for-sale securities of $4,000. The Company also recorded a portion of the stock payment received based on the uncompleted portion of the agreement as unearned revenues which as of December 31, 2013 amounted to $6,950. As of December 31, 2013 and 2012, the Company had an available-for-sale securities asset balance of $6,000 and $0. |
Property_And_Equipment
Property And Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fixed Assets | ' | ||||||||
Property & Equipment | ' | ||||||||
NOTE 6 – PROPERTY & EQUIPMENT | |||||||||
Property and equipment consists of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Property and equipment, net | $ | 2,364 | $ | 2,364 | |||||
Less: accumulated depreciation | 1,904 | 1,116 | |||||||
Property and equipment, net | $ | 460 | $ | 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 years ended December 31, 2013 and 2012 totaled $788 and $197. |
Website_Development_Costs
Website Development Costs | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Website Development Costs | ' | ||||||||
NOTE 7 – WEBSITE DEVELOPMENT COSTS | |||||||||
Website development costs consist of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Website | $ | 91,298 | $ | 91,298 | |||||
Less: accumulated amortization | 91,298 | 47,112 | |||||||
Website, net | $ | — | $ | 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 years ended December 31, 2013 and 2012 totaled $44,186 and $7,608. |
Stock_Split
Stock Split | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Stock Split | ' |
NOTE 8 – STOCK SPLIT | |
On April 9, 2012, the Company executed a 300 to 1 reverse stock split, which was retrospectively applied to all financial statements. |
Asset_Purchase_Agreement_With_
Asset Purchase Agreement With Iconosys | 12 Months Ended |
Dec. 31, 2013 | |
Asset Purchase Agreement With Iconosys | ' |
Asset Purchase Agreement With Iconosys | ' |
NOTE 9 – ASSET PURCHASE AGREEMENT WITH ICONOSYS (TAVG) | |
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 OTCQB 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 December 31, 2013, the Company has not yet issued the 1,052,632 shares and has recorded them as a stock payable. | |
In the year ended December 31, 2013 the Company recognized $1,961 in services income relating to the TAVG asset. The Company also recorded deferred revenues of $11,409 relating to TAVG membership sales which will be recognized over the one year subscription term. | |
Share_Exchange_Agreement
Share Exchange Agreement | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Share Exchange Agreement | ' |
NOTE 10 – 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. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||
Stockholders Equity | ' | ||||||||||||||||||||||||
NOTE 11 - STOCKHOLDERS' DEFICIT | |||||||||||||||||||||||||
Authorized Stock | |||||||||||||||||||||||||
On July 19, 2013, the Company amended its articles of incorporation to increase its authorized shares from 75,000,000 to 750,000,000 of which 730,000,000 were designated as common stock and 20,000,000 were designated as preferred stock. The stocks have a par value of $0.001. The Company then designated 10,000,000 preferred shares as Series A Preferred Stock. Each share of Series A Preferred Stock can vote equal to 100 shares of common stock and can be converted to common stock at a rate of 1 to 1. | |||||||||||||||||||||||||
Issued Stock | |||||||||||||||||||||||||
On February 14, 2012, the Company issued 10,753 shares of common stock to Asher Enterprises for the conversion of $10,000 in principal of outstanding convertible notes payable. | |||||||||||||||||||||||||
On February 23, 2012, the Company issued 834 shares of common stock to Iconosys to satisfy $35,825 of stock payable as part of the license agreement entered into on May 16, 2011. | |||||||||||||||||||||||||
On March 13, 2012, the Company issued 10,186 shares of common stock to Asher Enterprises for the conversion of $5,500 in principal of outstanding convertible notes payable. | |||||||||||||||||||||||||
On April 17, 2012, the Company issued 11,217 shares of common stock to Asher Enterprises for the conversion of $1,300 in principal of outstanding convertible notes payable and $831 in accreted discount. | |||||||||||||||||||||||||
In the second quarter of 2012, the Company had to take immediate action to settle the remaining principle balance of $73,500. Two related parties of the Company agreed to pay off the remaining balance using personally funds in return for the Company issuing 2,700,000 restricted common shares. (Further describe in Note 14). | |||||||||||||||||||||||||
On April 9, 2012, the Company issued 5,000 shares of its common stock for service rendered by a consultant. The shares were valued at the closing stock price on the date of issuance which was $1.95. This resulted in the Company recording an expense of $9,750. | |||||||||||||||||||||||||
On June 24, 2012, the Company issued 150,000 shares of its common stock for service rendered by a consultant. The shares were valued at the closing stock price on the date of issuance which was $1.25. This resulted in the Company recording an expense of $187,500. | |||||||||||||||||||||||||
On June 28, 2012 the Company issued 25,000 shares of its value common stock for service rendered by a consultant. The shares were valued at the closing stock price on the date of issuance which was $1.00. This resulted in the Company recording an expense of $25,000. | |||||||||||||||||||||||||
On July 1 and September 7, 2012, the Company issued a total of 250,000 shares for the exercise of 250,000 cashless stock options issued to two consultants in the previous quarter. | |||||||||||||||||||||||||
On November 9, 2012 the Company acquired Ad Shark Inc., 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 (see note 7). As of December 31, 2012, no shares have been issued pertaining to the share exchange agreement. The Company has reported the issuable shares as a stock subscription payable on the balance sheet and statement of stockholders’ equity. | |||||||||||||||||||||||||
On November 27, 2012 the Company issued 5,000 shares to Tangier Investors as consideration for extending the outstanding note payable. | |||||||||||||||||||||||||
In the fourth quarter of 2012 the Company received $278,425 in cash from investors for the future issuance of 506,228 common shares. Of the $278,425 cash for stock, $15,000 was deposited directly into Iconosys bank account and was recorded as a loan receivable to related party on the balance sheet. The shares were not issued as of December 31, 2012 therefor were recorded as stock subscription payable. | |||||||||||||||||||||||||
In the year ended December 31, 2013, the Company issued 26,136,087 common shares of which 861,751 shares were for $454,300 cash ($278,425 received in 2012), 7,355,667 shares were to consultants for services, 14,775,358 shares were for the reduction of $128,083 in convertible debt and $82 of accrued interest, and 3,143,311 shares were 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 $814,275 being recorded for the year ended December 31, 2013. The uncompleted portions of the consulting contracts for future services were recorded as prepaid expenses (See Note 4 for further details). At December 31, 2013, the Company recorded $139,995 in prepaid expenses pursuant to future consulting services to be performed in 2014 pursuant to contract obligations. Of the 7,355,667 shares issued to consultants, 323,833 shares were incorrectly issued and later returned and cancelled. | |||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||
As of March 13, 2012, 1,667 shares fully vested in accordance with the agreement and were revalued at $2,241 using the Black-Scholes option pricing model based upon the following assumptions: term of 1 year, risk free interest rate of 0.20%, a dividend yield of 0% and a volatility rate of 220%. | |||||||||||||||||||||||||
On May 12, 2012, the company entered into a consulting agreement with Thomas Cook Law Firm providing 150,000 stock options which were valued at $134,850. The options were valued using Black-Scholes option pricing model based upon the following assumptions: term of .25 years, risk free interest rate of 0.10%, a dividend yield of 0% and a volatility rate of 319%. All of the stock options were exercised in July of 2012. | |||||||||||||||||||||||||
On May 24, 2012, the company entered into a consulting agreement with Marlena Niemann providing 100,000 stock options which were valued at $124,900. The options were valued using Black-Scholes option pricing model based upon the following assumptions: term of .25 years, risk free interest rate of 0.21%, a dividend yield of 0% and a volatility rate of 318%. All of the stock options were exercised in September of 2012. | |||||||||||||||||||||||||
As of September 13, 2012, 1,667 shares fully vested in accordance with the agreement and were revalued at $1,424 using the Black-Scholes option pricing model based upon the following assumptions: term of .5 years, risk free interest rate of 0.13%, a dividend yield of 0% and a volatility rate of 299%. | |||||||||||||||||||||||||
A pro-rated portion of the unvested stock options for the service period from September 14 to December 31, 2012, totaling 972 shares, have been valued at $1,268 using the Black-Scholes option pricing model based upon the following assumptions: term of .2 years, risk free interest rate of 0.14%, a dividend yield of 0% and a volatility rate of 295% | |||||||||||||||||||||||||
The following summarizes pricing and term information for options issued that are outstanding as of December 31, 2013 and 2012: | |||||||||||||||||||||||||
Year ended December 31, 2013 | Year ended December 31, 2012 | ||||||||||||||||||||||||
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 | 6,667 | $ | 0.3 | — | 6,667 | $ | 0.3 | — | |||||||||||||||||
Granted | — | — | — | 250,000 | $ | 0.001 | — | ||||||||||||||||||
Exercised | — | — | — | (250,000 | ) | — | — | ||||||||||||||||||
Forfeited | — | — | — | — | — | — | |||||||||||||||||||
Balance at end of year | 6,667 | 0.3 | — | 6,667 | 0.3 | — | |||||||||||||||||||
Options exercisable at end of year | — | — | — | 5,000 | $ | 0.3 | — | ||||||||||||||||||
Weighted average fair value of | |||||||||||||||||||||||||
options granted during year | — | — | |||||||||||||||||||||||
The fair value of the options was based on the Black Scholes Model using the following assumptions: | |||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Exercise price: | $ | 0.3 | $ | 0.3 | |||||||||||||||||||||
Market price at date of grant: | $ | 1 | $ | 1 | |||||||||||||||||||||
Volatility: | 229%-311 | % | 229%-311 | % | |||||||||||||||||||||
Expected dividend rate: | 0 | % | 0 | % | |||||||||||||||||||||
Risk-free interest rate: | 0.15%-0.23 | % | 0.13%-0.21 | % | |||||||||||||||||||||
The following activity occurred under the Company’s plans: | |||||||||||||||||||||||||
December 31, | 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 | $ | - | $ | 2,645 |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Notes Payable | ' | ||||||||
NOTE 12 - CONVERTIBLE NOTES PAYABLE | |||||||||
Asher Enterprises, Inc. | |||||||||
As of January 1, 2012, the Company had three convertible notes outstanding to Asher Enterprises, Inc. with a combined principle balance of $80,300. | |||||||||
On March 13, 2012, the Company issued 10,186 shares of common stock to Asher Enterprises for the conversion of $5,500 in principal of outstanding convertible notes payable. On April 17, 2012, the Company issued 11,217 shares of common stock to Asher Enterprises for the conversion of $1,300 in principal of outstanding convertible notes payable and $831 in accreted discount. During the second quarter of 2012, Asher Enterprises, Inc. took actions not beneficial to the Company or its shareholders. As a result, on April 26, 2012, two related-party investors, one of which is the Company’s current chief executive officer, paid personally the remaining Asher principle convertible note payable balance of $73,500 as well as forgiving $21,121 in shareholder loans. In return the Company issued a total of 2,700,000 shares of unregistered restricted common stock. | |||||||||
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. | |||||||||
On December 23, 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 $60,000, 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. | |||||||||
In the year ended December 31, 2013, Asher Enterprises converted $44,490 of convertible notes payable into 7,265,116 common shares. | |||||||||
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. | |||||||||
Tangier Investors LLP exercised their conversion rights to convert $30,000 of convertible notes payable into 160,000 common shares. The remaining balance was paid in full as of December 31, 2013. | |||||||||
Premier Venture Partners, LLC (“Premier”) | |||||||||
On October 24, 2013, the Company entered into a court ordered settlement with Premier Venture Partners, LLC in the amount of $63,063. Premier Venture Partners, LLC purchased bona fide accounts payable vendor accounts of the Company in the amount of $63,063 which pursuant to the courts judgment will be settled in the form of common stock of the Company. Premier’s entitled to receive the number of common shares equal to a number, “with an aggregate value equity to (i) the sum of the claim amount plus a 10% settlement fee and plaintiff’s reasonable attorney fees and expense, (ii) divided by the lower of the following: (1) fifty percent of the closing bid price for the trading day immediately preceding the order date or (2) fifty percent of the arithmetic average of the individual daily VWAPs for any five trading days within the calculation period”. | |||||||||
The sum of the claim amount plus a 10% settlement fee and plaintiff’s reasonable attorney fees and expenses were calculated as follows: | |||||||||
Claim amount | $ | 63,063 | |||||||
10% settlement fee | 6,306 | ||||||||
Attorney fees | 5,770 | ||||||||
Total | $ | 75,139 | |||||||
Management calculates the conversion price to be $0.00114 using fifty percent of the arithmetic average of the individual daily VWAPs for any five trading days within the calculation period. Accordingly, Premier is entitled to receive 65,911,456 common shares of the Company as part of the settlement. As of December 31, 2013, the Company has issued 7,243,417 common shares to Premier and was required to issue an additional 58,668,039 shares of common stock in the Company. | |||||||||
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 $.10per share. | |||||||||
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 $.05per share. In the year ended December 31, 2013, Mr. Lace exercised his conversion rights to convert $2,800 of convertible debt and $11 of accrued interest into 56,221 common shares. | |||||||||
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 $.095per share. | |||||||||
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 $.10per 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. | |||||||||
The following table summarizes the total outstanding principle on convertible notes payable: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Convertible Notes Payable- Asher Enterprises, Inc. | $ | 228,510 | $ | — | |||||
Convertible Notes Payable - Tangier Investors, LLP | — | 38,500 | |||||||
Convertible Note Payable- Premier Venture Partners LLC | 17,370 | ||||||||
Convertible Note Payable- Dennis Pieczarka | 2,500 | — | |||||||
Convertible Note payable - Christopher Thompson | 10,000 | — | |||||||
Convertible Note payable - James Ault | 2,565 | — | |||||||
Convertible Note payable - Charles Knoop | 1,000 | — | |||||||
Total | $ | 261,945 | $ | 38,500 | |||||
The accrued interest on convertible notes payable at December 31, 2013 and December 31, 2012 was $11,695 and $2,050, respectively. | |||||||||
Derivative liability | |||||||||
At December 31, 2013 and December 31, 2012, the Company had $21,876,947 and $0 in derivative liability pertaining to the outstanding convertible notes. The Company calculates the derivative liability using the Black Scholes Model which takes into consideration the stock price on the grant date, exercise price with discount to market conversion rate, stock volatility, expected life of the note, risk-free rate, annual rate of quarterly dividends, call option value and put option value. The material increase in the derivative liability recorded at December 31, 2013 was the primarily due to the dramatic decrease in the Company’s stock price from the grant date of the convertible notes to December 31, 2013. |
Contingency_Agreements
Contingency Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Contingency Agreements | ' |
Contingency Agreements | ' |
NOTE 13 – CONTINGENCY AGREEMENTS | |
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 December 31, 2013. Since this agreement was between related parties, being the two company’s share an officer, the Company did not record an asset for the excess consideration received but recorded the debit to additional paid in capital. | |
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 year ended December 31, 2013 the Company recognized $5,387 of commission revenues from related parties relating to Text Kills. | |
Joint Venture agreement with Intelligent Living Inc. | |
On November 1, 2013, the Company executed a joint venture agreement with Intelligent Living, Inc. (“ILIV”). You can read the full agreement in the registrant’s SEC Form 8-K filing on November 5, 2013. The Company will provide ILIV comprehensive and end-to-end turnkey business function through its development of smartphone and tablet apps. The Company’s revenue sharing will be 35% of gross payments from app sales from Google Play and 50% of gross payments from app sales through Amazon, Nook, iTunes, and others. The Company will be paid in the form of stock by ILIV which is a publically traded company trading on the OTCQB under the symbol “ILIV”. The Company will be paid 36,600,000 common shares of ILIV in quarterly installments over a period of 2 years from the date of the agreement. The Company has been paid an initial 10,000,000 common shares upon closing of the agreement which were valued at the closing price of ILIV stock on November 1, 2013 which was $0.001. This resulted in the Company recording an available-for-sale securities asset of $10,000. The available-for-sale securities asset was revalued at December 31, 2013 using the closing price of ILIV of $0.0006 per share which resulted in the Company recording an unrealized loss on available-for-sale securities of $4,000. | |
Employment Agreement with President | |
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 December 31, 2013 and 2012, the Company had accrued wages of $155,706 and $127,219, respectively which are included in accounts payable and accrued expenses balance. In the year ended December 31, 2013 and 2012, the Company made cash payments to Wayne Irving totaling $64,437 and $0. |
Loss_On_Debt_Settlement
Loss On Debt Settlement | 12 Months Ended |
Dec. 31, 2013 | |
Loss On Debt Settlement | ' |
Loss On Debt Settlement | ' |
NOTE 14 – LOSS ON DEBT SETTLEMENT | |
During the second quarter of 2012, Asher Enterprises, Inc., a holder of convertible debt in the Company, took actions not beneficial to the Company or its shareholders. As a result, on April 26, 2012, two related-party investors, one of which is the Company’s current chief executive officer, paid personally the remaining Asher principle convertible note payable balance of $73,500 as well as forgiving $21,121 in shareholder loans. In return the Company issued a total of 2,700,000 shares of unregistered restricted common stock. On the day of the debt settlement and issuance of stock, the Company’s stock was trading at $1 per share. The Company recognized a non-cash loss on the settlement of debt associated with this stock issuance of $2,700,000. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 15 – RELATED PARTY TRANSACTIONS | |
Loss on debt settlement with Asher Enterprises, Inc. | |
The Company issued 2,700,000 unregistered restricted shares of common stock to its chief executive officer Wayne Irving II, in return for him paying off 73,500 in convertible notes payable and forgiving $21,121 in shareholder loans (See Note 14 for further description). | |
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 9 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 year ended December 31, 2013 the Company recognized $5,387 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 private California corporation which shares an officer with the Company. The amounts paid on behalf of the Company totaled $13,250 as of December 31, 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 8, the Company issued a promissory note to Iconosys in the amount of $45,000, due August 7, 2014, with annum interest of 4%. | |
At December 31, 2013 and December 31, 2012, the Company had notes payable to related parties balance of $57,480 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 private California corporation which shares an officer with the Company. 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 December 31, 2013 and December 31, 2012, the total loan receivable balance advanced to Iconosys is $290,532 and $452,362, respectively. At December 31, 2013 and December 31, 2012, the accrued interest receivable to related party balance was $15,577 and $8,840, respectively. | |
Accounts payable & accrued expenses to related parties | |
Pursuant to the Asset Purchase Agreement with Iconosys, described in Note 8, 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 year ended December 31, 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. There is no interest on the related party debt. | |
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 December 31, 2013 and 2012, the Company had accrued wages of $155,706 and $127,219, respectively which are included in accounts payable and accrued expenses balance. In the year ended December 31, 2013 and 2012, the Company made cash payments to Wayne Irving totaling $64,437 and $0. | |
The accounts payable to related parties balance at December 31, 2013 and December 31, 2012 was $169,577 and $0. | |
Loan from Officer | |
The Company was loaned money by Wayne Irving, the chief executive officer of the Company, with 0% interest and payable on demand. At December 31, 2013 and 2012 the loan from officer balance was $13,421 and $101,125. | |
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 December 31, 2013. Since this agreement was between related parties, being the two company’s share an officer, the Company did not record an asset for the excess consideration received but recorded the debit to additional paid in capital. | |
Ad Shark Acquisition | |
The Chairman, Chief Executive Officer and Chief Financial Officer of Monster Offers is Wayne Irving II; Mr. Irving has been an officer and director of the Company since May 15, 2012. On November 9, 2012, Monster Offers 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 Offers (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 Offers and Ad Shark, Monster Offers 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 Offers and Ad Shark, Monster Offers 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 Offers and Ad Shark, Monster Offers 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 Offers. 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 Offers and Ad Shark, Monster Offers 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 Offers 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, Monster Offers also owed Iconosys approximately $75,000 in repayments of monies previously borrowed by Monster Offers from Iconosys, and which obligation, as agreed to by Monster Offers and Ad Shark in the Merger Agreement, may be offset by Iconosys against Iconosys’ repayment obligations to Monster Offers under the LOC Agreement. | |
As a condition of the Merger between Monster Offers and Ad Shark, Monster Offers 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. | |
Licensing agreement with Iconosys | |
In 2011, Iconosys obtained a license of the Existing Monster Offers Tier 1 Zala Merchant license with the ability to promote and sign up Zala account holders and participate in a revenue sharing model with the Company. As consideration for this license, Iconosys issued 3,333 (post-split) of its unregistered restricted shares to the Company. Since Iconosys is not a publicly-traded corporation, these shares were valued at a fair value based upon a fair value of similar shares sold under a private placement memorandum by Iconosys at rate of $30 (post-split) per share, for a total of $100,000. The entire value of the shares was recognized as unearned revenues and will be recognized over one year, the term of the license. For the year ended December 31, 2013 and 2012, the Company recognized $0 and 33,333 in license revenue. At December 31, 2012, management performed an impairment analysis on the Iconosys license asset and determined that impairment was necessary due to the fact that the 3,333 shares of Iconosys stock were not received by the Company. An impairment loss of $100,000 was recognized for the year ended December 31, 2012. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | ' | ||||||||
NOTE 16 - INCOME TAXES | |||||||||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||
Net deferred tax assets consist of the following components as of December 31, 2013 and 2012: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Deferred Tax Assets – Non-current: | |||||||||
NOL Carryover | $ | 1,599,500 | $ | 1,419,300 | |||||
Less valuation allowance | (1,599,500 | ) | (1,419,300 | ) | |||||
Deferred tax assets, net of valuation allowance | $ | — | $ - - | ||||||
Reconciliation between the statutory rate and the effective tax rate is as follows at December 31: | |||||||||
2013 & 2012 | |||||||||
Federal statutory tax rate | (34 | %) | |||||||
Permanent difference and other | 34 | % | |||||||
0 | % | ||||||||
At December 31, 2013, the Company had net operating loss carryforwards of approximately $1,599,500 that may be offset against future taxable income from the year 2014 to 2033. No tax benefit has been reported in the December 31, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. | |||||||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Dec. 31, 2013 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
NOTE 17 - 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. From January 1, 2014 until the date of this filing April 15, 2013, the Company issued 129,897,534 common shares of which 61,958,516 were issued to Asher Enterprises, Inc. for the conversion of $98,510 in convertible notes payable, 25,693,824 shares were issued to Premier Venture Partners, LLC pursuant to the court ordered settlement, 19,222,681 shares were issued to Ad Shark, Inc. shareholders for the conversion of their Ad Shark, Inc. shares at a ratio of 4.38 Ad Shark shares to Monster Arts Inc. shares and 23,022,513 shares were to consultants for services. | |||
2. On February 14, 2014, the Company entered into a convertible note debenture agreement with Asher Enterprises, Inc. for $12,500. The note accrues interest at 8% per annum and is convertible into common stock of the Company at a 45% discount to market. | |||
3 | On February 19, 2014, the Company entered into a consulting agreement with Mind Solutions, Inc., whereby Mind Solutions, Inc. will provide the Company with thought controlled software development services over a one year term. The Company will pay Mind Solutions, Inc. four quarterly payments of $50,000 in restricted common stock of the Company. | ||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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”). | |
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 December 31, 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, including the comparative balance sheet as of December 31, 2011. | |
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 December 31, 2013 and 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 $17,097 and $4,370 for the years ended December 31, 2013 and 2012, respectively. For the period since inception on February 23, 2007 through the year ended December 31, 2013, the Company has incurred advertising expenses of $52,998. | |
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 December 31, 2013, the Company had multiple convertible debentures outstanding that if-converted would result in 78,369,390 new common shares being issued. The Company also has a court order settlement with Premier Venture Partners that will require them to issue an additional 58,668,039 shares of common stock. | |
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 December 31, 2013 and December 31, 2012, we have $5,423, respectively, in accounts receivable and $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 | |
Company management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Prepaids_Tables
Prepaids (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Prepaids Tables | ' | ||||||||
Summary Of Recognized Prepaid Expenses | ' | ||||||||
The following is a summary of recognized prepaid expenses per consulting contracts. | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Iconosys | $ | — | $ | 11,942 | |||||
Marlena Niemann | — | 30,804 | |||||||
Arthur Sterling | — | 3,333 | |||||||
Thomas Mead | 9,897 | — | |||||||
Pyrenees Investments, LLC | 48,607 | — | |||||||
Mirador Consulting LLC | 81,491 | — | |||||||
$ | 139,995 | $ | 46,079 | ||||||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fixed Assets | ' | ||||||||
Schedule Of Property And Equipment | ' | ||||||||
Property and equipment consists of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Property and equipment, net | $ | 2,364 | $ | 2,364 | |||||
Less: accumulated depreciation | 1,904 | 1,116 | |||||||
Property and equipment, net | $ | 460 | $ | 1,248 | |||||
Website_Development_Costs_Tabl
Website Development Costs (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule Of Website Development Costs | ' | ||||||||
Website development costs consist of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Website | $ | 91,298 | $ | 91,298 | |||||
Less: accumulated amortization | 91,298 | 47,112 | |||||||
Website, net | $ | — | $ | 44,186 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 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 that are outstanding as of December 31, 2013 and 2012: | |||||||||||||||||||||||||
Year ended December 31, 2013 | Year ended December 31, 2012 | ||||||||||||||||||||||||
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 | 6,667 | $ | 0.3 | — | 6,667 | $ | 0.3 | — | |||||||||||||||||
Granted | — | — | — | 250,000 | $ | 0.001 | — | ||||||||||||||||||
Exercised | — | — | — | (250,000 | ) | — | — | ||||||||||||||||||
Forfeited | — | — | — | — | — | — | |||||||||||||||||||
Balance at end of year | 6,667 | 0.3 | — | 6,667 | 0.3 | — | |||||||||||||||||||
Options exercisable at end of year | — | — | — | 5,000 | $ | 0.3 | — | ||||||||||||||||||
Weighted average fair value of | |||||||||||||||||||||||||
options granted during year | — | — | |||||||||||||||||||||||
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: | $ | 0.3 | $ | 0.3 | |||||||||||||||||||||
Market price at date of grant: | $ | 1 | $ | 1 | |||||||||||||||||||||
Volatility: | 229%-311 | % | 229%-311 | % | |||||||||||||||||||||
Expected dividend rate: | 0 | % | 0 | % | |||||||||||||||||||||
Risk-free interest rate: | 0.15%-0.23 | % | 0.13%-0.21 | % | |||||||||||||||||||||
Schedule Of Stock Options Activity | ' | ||||||||||||||||||||||||
The following activity occurred under the Company’s plans: | |||||||||||||||||||||||||
December 31, | 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 | $ | - | $ | 2,645 | |||||||||||||||||||||
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 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: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Convertible Notes Payable- Asher Enterprises, Inc. | $ | 228,510 | $ | — | |||||
Convertible Notes Payable - Tangier Investors, LLP | — | 38,500 | |||||||
Convertible Note Payable- Premier Venture Partners LLC | 17,370 | ||||||||
Convertible Note Payable- Dennis Pieczarka | 2,500 | — | |||||||
Convertible Note payable - Christopher Thompson | 10,000 | — | |||||||
Convertible Note payable - James Ault | 2,565 | — | |||||||
Convertible Note payable - Charles Knoop | 1,000 | — | |||||||
Total | $ | 261,945 | $ | 38,500 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule Of Deferred Tax Assets | ' | ||||||||
Net deferred tax assets consist of the following components as of December 31, 2013 and 2012: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Deferred Tax Assets – Non-current: | |||||||||
NOL Carryover | $ | 1,599,500 | $ | 1,419,300 | |||||
Less valuation allowance | (1,599,500 | ) | (1,419,300 | ) | |||||
Deferred tax assets, net of valuation allowance | $ | — | $ - - | ||||||
Schedule Of Reconciliation Between Satutory Rate And Effective Tax Rate | ' | ||||||||
Reconciliation between the statutory rate and the effective tax rate is as follows at December 31: | |||||||||
2013 & 2012 | |||||||||
Federal statutory tax rate | (34 | %) | |||||||
Permanent difference and other | 34 | % | |||||||
0 | % | ||||||||
Prepaids_Details
Prepaids (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Prepaid expense | $139,996 | $46,079 |
Marlena Niemann | ' | ' |
Prepaid expense | ' | 30,804 |
Arthur Sterling | ' | ' |
Prepaid expense | ' | 3,333 |
Thomas Mead | ' | ' |
Prepaid expense | 9,897 | ' |
Pyrenees Investments LLC | ' | ' |
Prepaid expense | 48,607 | ' |
Mirador Consulting LLC | ' | ' |
Prepaid expense | 81,491 | ' |
Iconosys | ' | ' |
Prepaid expense | ' | 11,942 |
Iconosys | Asset Purchase Agreement | ' | ' |
Prepaid expense | ' | ' |
Property_And_Equipment_Details
Property And Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property And Equipment Details | ' | ' |
Property and equipment, net | $2,364 | $2,364 |
Less : Accumulated depreciation | 1,904 | 1,116 |
Property and equipment, net | $460 | $1,248 |
Website_Development_Costs_Deta
Website Development Costs (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Website Development Costs Details | ' | ' |
Website | $91,298 | $91,298 |
Less : Accumulated amortization | 91,298 | 47,112 |
Website net | ' | $44,186 |
Stockholders_Equity_Schedule_O
Stockholders' Equity (Schedule Of Stock Options Outstanding) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Number Of Options | ' | ' |
Balance at beginning of year | 6,667 | 6,667 |
Granted | ' | 250,000 |
Exercised | ' | -250,000 |
Forfeited | ' | ' |
Balance at end of period | 6,667 | 6,667 |
Options exercisable at end of period | ' | 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 $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair value of the stock options - Black Scholes Model | ' | ' |
Exercise price | $0.30 | $0.30 |
Market price at date of grant | $1 | $1 |
Volatility, Minimum | 229.00% | 229.00% |
Volatility, Maximum | 311.00% | 311.00% |
Expected dividend rate: | 0.00% | 0.00% |
Risk-free interest rate, Minimum | 0.15% | 0.13% |
Risk-free interest rate, Maximum | 0.23% | 0.21% |
Stockholders_Equity_Schedule_O2
Stockholders' Equity (Schedule Of Stock Options Activity) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 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 $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | $261,945 | $38,500 |
Convertible Note Payable - Asher Enterprises Inc | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | 228,510 | ' |
Convertible Note Payable - Tangier Investors LLP | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | ' | 38,500 |
Convertible Notes Payable - Premier Venture Partners LLC | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes payable, outstanding amount | 17,370 | ' |
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 - 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 | ' |
Income_Taxes_Schedule_Of_Defer
Income Taxes (Schedule Of Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Assets b Non-current | ' | ' |
NOL carryover | $1,599,500 | $1,419,300 |
Less: valuation allowance | 1,599,500 | 1,419,300 |
Deferred tax assets, net of valuation allowance | ' | ' |
Income_Taxes_Schedule_Of_Recon
Income Taxes (Schedule Of Reconciliation Between Satutory Rate And Effective Tax Rate) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes Schedule Of Reconciliation Between Satutory Rate And Effective Tax Rate Details | ' | ' |
Federal statutory rate | -34.00% | -34.00% |
Permenant difference and other | 34.00% | 34.00% |
Effective Income Tax Rate | 0.00% | 0.00% |
Prepaids_Narrative_Details
Prepaids (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Jul. 02, 2013 | Sep. 17, 2013 | Jun. 07, 2013 | Jan. 09, 2013 |
Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Restricted Stock | Thomas Mead | |||
Pyrenees Investments LLC | Mirador Consulting LLC | Pyrenees Investments LLC | Common Stock | ||||||||
Stock issued for services, Shares | ' | ' | 56,250 | 7,355,667 | 430,000 | 2,000 | 3,662 | 450,000 | 1,400,000 | ' | 50,000 |
Share issue price | ' | ' | ' | ' | ' | ' | ' | $0.19 | $0.13 | ' | $0.28 |
Terms of consulting agreement | ' | ' | ' | ' | ' | ' | ' | '12 months | '6 months | '1 year | '3 years |
Stock subscription payable | $493,673 | $788,389 | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' |
Restricted common stock issued for service, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' |
Significant_Accounting_Policie2
Significant Accounting Policies (Narrative) (Details) | 0 Months Ended | 12 Months Ended |
Apr. 09, 2012 | Dec. 31, 2013 | |
Significant Accounting Policies Narrative Details | ' | ' |
Reverse stock split | '300 to 1 | ' |
Estimated useful life of equipment | ' | '3 years |
Intangible assets useful life | ' | '10 years |
Available_For_Sale_Securities_
Available For Sale Securities (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 01, 2013 |
Equity Securities [Member] | |||
Intelligent Living Inc | |||
Joint venture agreement terms | ' | ' | ' |
Company executed a joint venture agreement with Intelligent Living, Inc. (“ILIV”). You can read the full agreement in the registrant’s SEC Form 8-K filing on November 5, 2013. The Company will provide ILIV comprehensive and end-to-end turnkey business function through its development of smartphone and tablet apps. The Company’s revenue sharing will be 35% of gross payments from app sales from Google Play and 50% of gross payments from app sales through Amazon, Nook, iTunes, and others. The Company will be paid in the form of stock by ILIV which is a publically traded company trading on the OTCQB under the symbol “ILIV”. The Company will be paid 36,600,000 common shares of ILIV in quarterly installments over a period of 2 years from the date of the agreement. | |||
Shares received upon closing of the agreement | ' | ' | 10,000,000 |
Shares closing price | ' | ' | $0.00 |
Unearned revenues | $18,359 | ' | $6,950 |
Property_And_Equipment_Narrati
Property And Equipment (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property And Equipment Narrative Details | ' | ' |
Depreciation | $788 | $197 |
Web_Site_Development_Costs_Nar
Web Site Development Costs (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Web Site Development Costs Narrative Details | ' | ' |
Amortization | $44,186 | $7,608 |
Asset_Purchase_Agreement_With_1
Asset Purchase Agreement With Iconosys (Narrative) (Details) (USD $) | 12 Months Ended | 82 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 08, 2013 | Dec. 31, 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 OTCQB as of August 8, 2013 | ||||||
No of shares recorded as stock payable | ' | ' | ' | ' | ' | 1,052,632 |
Commission revenues - related parties | $11,470 | ' | $337,717 | $5,387 | ' | $1,961 |
Deferred Revenue - related parties | $18,359 | ' | $18,359 | ' | ' | $11,409 |
Share_Exchange_Agreement_Narra
Share Exchange Agreement (Narrative) (Details) (Ad Shark Inc) | 0 Months Ended |
Nov. 09, 2012 | |
Ad Shark Inc | ' |
Shares issuable under share exchange agreement | 27,939,705 |
Stockholders_Deficit_Stock_iss
Stockholders' Deficit (Stock issued) (Narrative) (Details) (USD $) | 0 Months Ended | 10 Months Ended | 12 Months Ended | 82 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 2 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 19, 2013 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 28, 2012 | Jun. 24, 2012 | Apr. 09, 2012 | Dec. 31, 2013 | Sep. 07, 2012 | Feb. 23, 2012 | Apr. 17, 2012 | Mar. 13, 2012 | Feb. 14, 2012 | Nov. 27, 2012 | Dec. 31, 2013 | |
Convertible Note Payable - Tangier Investors LLP | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | ||||||||
Common Stock issued for cash | Common Stock issued for cash | Consultant for services | Consultant for services | Consultant for services | Consultant for services | Stock Option - Two Consultants | Iconosys | 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 - Ad Shark | ||||||||||||||
Changes in capital structure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
On July 19, 2013, the Company amended its articles of incorporation to increase its authorized shares from 75,000,000 to 750,000,000 of which 730,000,000 were designated as common stock and 20,000,000 were designated as preferred stock. The stocks have a par value of $0.001. The Company then designated 10,000,000 preferred shares as Series A Preferred Stock. Each share of Series A Preferred Stock can vote equal to 100 shares of common stock and can be converted to common stock at a rate of 1 to 1. | ||||||||||||||||||||||||||
Shares issued for conversion of debt | ' | ' | ' | ' | ' | ' | ' | 160,000 | ' | 14,775,358 | 2,732,156 | 16,296 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,217 | 10,186 | 10,753 | ' | 14,775,358 |
Debt conversion converted instrument original debt amount | ' | ' | $128,165 | $2,950,842 | $202,792 | ' | ' | ' | ' | $14,775 | $2,732 | $16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,300 | $5,500 | $10,000 | ' | $128,083 |
Accreted discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 831 | ' | ' | ' | ' |
Shares issued for services | ' | ' | ' | ' | ' | ' | ' | ' | 56,250 | 7,355,667 | 430,000 | 2,000 | 3,662 | ' | ' | 25,000 | 150,000 | 5,000 | 7,355,667 | ' | 834 | ' | ' | ' | ' | ' |
Share value issued for services | ' | 11,250 | 998,568 | 258,414 | 156,750 | 462,437 | 1,873,109 | ' | 56 | 7,356 | 430 | 2 | 4 | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock payable | ' | ' | 493,673 | 788,389 | ' | ' | 493,673 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,825 | ' | ' | ' | ' | ' |
Consulting expense | ' | ' | 991,122 | 325,768 | ' | ' | 2,030,947 | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 187,500 | 9,750 | 814,275 | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $1.25 | $1.95 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for extending of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' |
Stock issued for exercise of cashless stock option | ' | ' | ' | -250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' |
Total shares issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,136,087 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | 861,751 | ' | 1,309 | 40,000 | 861,751 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for cash, value | ' | ' | 175,875 | ' | 13,191 | ' | ' | ' | ' | 862 | ' | 1 | 40 | 454,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of stock | ' | ' | 168,875 | 278,425 | ' | ' | 515,845 | ' | ' | ' | ' | ' | ' | ' | 278,425 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $82 |
Cancellation of shares issued to consultants | ' | ' | ' | ' | ' | ' | ' | ' | -3,000 | -323,832 | ' | ' | -5,000 | ' | ' | ' | ' | ' | 323,833 | ' | ' | ' | ' | ' | ' | ' |
Conversion of Ad Shark Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,767,684 |
Shares issued to Ad Shark on conversion of their shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,143,311 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,143,311 |
Stockholders_Deficit_Stock_Opt
Stockholders' Deficit (Stock Options) (Narrative) (Details) (Stock Option, USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
Sep. 13, 2012 | Mar. 13, 2012 | Dec. 31, 2012 | 12-May-12 | 12-May-12 | 24-May-12 | |
Consultant for services | Consultant for services | Consultant for services | Consultant for services | Consultant Services Thomas Cook Law Firm | Consultant Services With Marlena Niemann | |
Shares vested | 1,667 | 1,667 | 972 | 150,000 | ' | 100,000 |
Value on shares vested | $1,424 | $2,241 | $1,268 | ' | $134,850 | $124,900 |
Stock option terms | '5 years | '1 year | '2 years | ' | '25 years | '25 years |
Risk Free interest rate | 0.13% | 0.20% | 0.14% | ' | 0.10% | 0.21% |
Dividend yield | 0.00% | 0.00% | 0.00% | ' | 0.00% | 0.00% |
Volatility rate | 299.00% | 220.00% | 295.00% | ' | 319.00% | 318.00% |
Stock option exercised | ' | ' | ' | ' | 'July 2012 | 'September 2012 |
Convertible_Notes_Payable_Narr
Convertible Notes Payable (Narrative) (Details) (USD $) | 12 Months Ended | 82 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Oct. 24, 2013 | Apr. 11, 2013 | 13-May-13 | Dec. 31, 2013 | Jun. 14, 2013 | Jul. 10, 2013 | Sep. 12, 2013 | Dec. 23, 2013 | 16-May-11 | Nov. 30, 2012 | Dec. 31, 2013 | 22-May-13 | Apr. 01, 2013 | Jun. 26, 2013 | Dec. 31, 2013 | Jul. 09, 2013 | Aug. 08, 2013 | Dec. 31, 2013 | Oct. 24, 2013 | |
Premier Venture Partners LLC | 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 - 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 - 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 | Accounts payable vendor debts | ||||
Premier Venture Partners LLC | ||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face value of note payable | ' | ' | ' | ' | $42,500 | $63,000 | ' | $37,500 | $37,500 | $32,500 | $60,000 | $50,000 | ' | ' | $2,500 | $10,000 | $2,800 | ' | $1,000 | $5,000 | ' | ' |
Interest percent | ' | ' | ' | ' | 8.00% | 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. | 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 | ' | ' | ' | ' | ' | ' | 7,265,116 | ' | ' | ' | ' | ' | ' | 160,000 | ' | ' | ' | 56,221 | ' | ' | 50,604 | ' |
Debt converted value | ' | 2,700,000 | 2,700,000 | ' | ' | ' | 44,490 | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | 2,800 | ' | ' | 5,000 | ' |
Interest portion of debt converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | ' | 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. | ||||||||||||||||||||||
Claim amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 63,063 |
10% settlement fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,306 |
Attorney fee | ' | ' | ' | 5,770 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total settlement amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75,139 |
Settlement order description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Premier’s entitled to receive the number of common shares equal to a number, “with an aggregate value equity to (i) the sum of the claim amount plus a 10% settlement fee and plaintiff’s reasonable attorney fees and expense, (ii) divided by the lower of the following: (1) fifty percent of the closing bid price for the trading day immediately preceding the order date or (2) fifty percent of the arithmetic average of the individual daily VWAPs for any five trading days within the calculation period”. | ||||||||||||||||||||||
Stock conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management calculates the conversion price to be $0.00114 using fifty percent of the arithmetic average of the individual daily VWAPs for any five trading days within the calculation period. Accordingly, Premier is entitled to receive 65,911,456 common shares of the Company as part of the settlement. As of December 31, 2013, the Company has issued 7,243,417 common shares to Premier and was required to issue an additional 58,668,039 shares of common stock in the Company. | ||||||||||||||||||||||
Loss_On_Debt_Settlement_Narrat
Loss On Debt Settlement (Narrative) (Details) (USD $) | 12 Months Ended | 82 Months Ended | 0 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 26, 2012 | Apr. 26, 2012 | |
Investor [Member] | Convertible Note Payable - Asher Enterprises Inc | ||||
Debt paid by related party investors | ' | ' | ' | ' | $73,500 |
Issue of unregistered restricted common stock | ' | ' | ' | 2,700,000 | ' |
Stock issue price | ' | ' | ' | $1 | ' |
Non cash loss on settlement of debt | ' | 2,700,000 | 2,700,000 | 2,700,000 | ' |
Shareholder loan forgiven | ($4,096) | ' | ($10,552) | $21,121 | ' |
Related_Party_Transactions_Not
Related Party Transactions (Notes Payable To Related Parties) (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 08, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Promissory Note - Iconosys, Inc | Iconosys | Iconosys | |||
Asset Purchase Agreement | Note Payable | Note Payable | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Notes payable to related party | $57,480 | $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 | ' | ' |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 12 Months Ended | 82 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 01, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 04, 2013 | Nov. 09, 2012 | Jun. 01, 2012 | Jun. 01, 2012 | |
Iconosys | Iconosys | Chief Financial Officer - Wayne Irving | Chief Financial Officer - Wayne Irving | Fan Apps | President Wayne Irving | President Wayne Irving | President Wayne Irving | Master Purchase Agreement with Iconosys | CEO of Monster and Ad Shark | Paul Gain, Former officer | Paul West, Former Officer | ||||
Ad Shark Inc | Ad Shark Inc | Ad Shark Inc | |||||||||||||
Restricted Stock | Restricted Stock | ||||||||||||||
Commission revenues- related parties | $11,470 | ' | $337,717 | $5,387 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | 290,532 | 452,362 | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest receivable | ' | ' | ' | ' | ' | 15,577 | 8,840 | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable to related party | 169,577 | 127,219 | 169,577 | ' | ' | ' | ' | 4,000 | ' | ' | ' | ' | ' | ' | ' |
Shares received in exchange of advance owed to Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15,046,078 shares | ' | ' | ' |
Description of stock received from Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 December 31, 2013. | |||||||||||||||
Note payable to related party | 57,480 | 13,250 | 57,480 | ' | ' | 13,250 | 13,250 | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable interest | ' | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' |
Loan from officer | 17,021 | 101,125 | 17,021 | ' | ' | ' | ' | ' | ' | 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 | 67,586 | 70,219 | 67,586 | ' | ' | ' | ' | ' | ' | 155,706 | 127,219 | ' | ' | ' | ' |
Cash payments made to Wayne Irving | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,437 | 0 | ' | ' | ' | ' |
Due from Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' |
Line of credit due from Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 271,000 | ' | ' |
Due to Iconosys | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75,000 | ' | ' |
Stock issued for services, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 1,500,000 |
Revenue description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
At December 31, 2012, management performed an impairment analysis on the Iconosys license asset and determined that impairment was necessary due to the fact that the 3,333 shares of Iconosys stock were not received by the Company |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Income Taxes Narrative Details | ' |
Net operating loss expiration | '2033 |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 12 Months Ended | 82 Months Ended | 0 Months Ended | 12 Months Ended | 10 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 13-May-13 | Dec. 31, 2013 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Feb. 14, 2014 | Feb. 19, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | Apr. 15, 2014 | |
Convertible Note Payable - Asher Enterprises Inc | Convertible Note Payable - Asher Enterprises Inc | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | ||||
Convertible note to Asher Enterprise - February 14, 2014 | Restricted Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | |||||||||||
Mind Solution, Inc., | Ad Shark Inc | Premier Venture Partners LLC | Convertible Note Payable - Asher Enterprises Inc | Consultant for Services | |||||||||||||
Consulting agreement terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company entered into a consulting agreement with Mind Solutions, Inc., whereby Mind Solutions, Inc. will provide the Company with thought controlled software development services over a one year term. The Company will pay Mind Solutions, Inc. four quarterly payments of $50,000 in restricted common stock of the Company. | |||||||||||||||||
Face value of note payable | ' | ' | ' | $63,000 | ' | ' | ' | ' | ' | ' | $12,500 | ' | ' | ' | ' | ' | ' |
Interest percent | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' |
Debt conversion terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible into common stock of the Company at a 45% discount to market. | |||||||||||||||||
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. | |||||||||||||||||
Common stock issued | ' | ' | ' | ' | ' | 4,050 | ' | ' | ' | ' | ' | ' | 129,897,534 | ' | ' | ' | ' |
Shares issued for conversion of note | ' | ' | ' | ' | 7,265,116 | ' | 14,775,358 | 2,732,156 | 16,296 | ' | ' | ' | ' | ' | ' | 61,958,516 | ' |
Debt converted value | ' | $2,700,000 | $2,700,000 | ' | $44,490 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $98,510 | ' |
Court ordered settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
25,693,824 shares issued | |||||||||||||||||
Share issued for conversion of the existing shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,222,681 | ' | ' | ' |
Ratio of Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4.38 | ' | ' | ' |
Stock issued for services, Shares | ' | ' | ' | ' | ' | 56,250 | 7,355,667 | 430,000 | 2,000 | 3,662 | ' | ' | ' | ' | ' | ' | 23,022,513 |