Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 15, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'FREEBUTTON, INC. | ' |
Entity Central Index Key | '0001432290 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 33,844,260 |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $47,015 | $21,674 |
Accounts Receivable | 4,340 | 0 |
TOTAL CURRENT ASSETS | 51,355 | 21,674 |
FIXED ASSETS | ' | ' |
Office Equipment, Net | 5,138 | 3,914 |
OTHER ASSETS | ' | ' |
Web Development Costs | 18,845 | 18,845 |
Goodwill (Note 7) | 347,453 | 0 |
TOTAL OTHER ASSETS | 366,298 | 18,845 |
TOTAL ASSETS | 422,791 | 44,433 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued liabilities | 41,342 | 16,343 |
Due to related party (Note 4) | 4,072 | 4,072 |
Convertible Promissory Notes (Note 5) | 265,997 | 145,000 |
Current Portion of Promissory Note (Note 6) | 180,833 | 0 |
TOTAL CURRENT LIABILITIES | 492,244 | 165,415 |
LONG-TERM LIABILITIES | ' | ' |
Note Payable, Net of Current Portion (Note 6) | 176,611 | 0 |
TOTAL LONG-TERM LIABILITIES | 176,611 | 0 |
TOTAL LIABILITIES | 668,855 | 165,415 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Capital stock (Note 3) Authorized 75,000,000 shares of common stock, $0.001 par value, Issued and outstanding 33,807,000 shares of common stock (December 31, 2012 - 33,300,000 ) | 33,807 | 33,300 |
Additional paid-in capital | 175,865 | 46,942 |
Deficit accumulated during the development stage | -455,736 | -201,224 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -246,064 | -120,982 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $422,791 | $44,433 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Capital stock, Authorized shares | 75,000,000 | 75,000,000 |
Capital stock, Par value per share | $0.00 | $0.00 |
Capital stock, Issued shares | 33,807,000 | 33,300,000 |
Capital stock, Outstanding shares | 33,807,000 | 33,300,000 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 82 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' | ' |
REVENUE | $0 | $0 | $0 | $0 | $0 |
EXPENSES | ' | ' | ' | ' | ' |
Office and general | 26,320 | 9,686 | 82,596 | 10,841 | 120,325 |
Management fees | 44,000 | 12,000 | 99,500 | 12,000 | 144,500 |
Marketing expenses | 5,198 | 460 | 21,555 | 460 | 32,440 |
Professional fees | 7,866 | 11,525 | 34,178 | 19,888 | 147,401 |
TOTAL EXPENSES | 83,384 | 33,671 | 237,829 | 43,189 | 444,666 |
NET OPERATING LOSS: | -83,384 | -33,671 | -237,829 | -43,189 | -444,666 |
OTHER INCOME (EXPENSES) | ' | ' | ' | ' | ' |
Exchange loss | 0 | 0 | 0 | 0 | -620 |
Loan interest | -8,912 | -1,278 | -16,683 | -1,278 | -20,451 |
Gain (loss) on debt settlement | 0 | 0 | 0 | 10,000 | 10,000 |
TOTAL OTHER INCOME (EXPENSES) | -8,912 | -1,278 | -16,683 | 8,722 | -11,070 |
NET LOSS FOR THE YEAR | ($92,396) | ($34,949) | ($254,512) | ($34,467) | ($455,736) |
BASIC LOSS PER COMMON SHARE | $0 | $0 | $0 | $0 | ' |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC | 33,540,696 | 33,300,000 | 33,430,106 | 33,300,000 | ' |
Statements_of_Stockholders_Equ
Statements of Stockholders' Equity (Deficit) (Unaudited) (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Share Subscription Receivables [Member] | Accumulated Deficit During Development Stage [Member] | Total |
Balance at Nov. 27, 2006 | ' | ' | ' | ' | ' |
Balance, shares at Nov. 27, 2006 | ' | ' | ' | ' | ' |
Common shares issued for cash, amount | 105,000 | -98,000 | ' | ' | 7,000 |
Common shares issued for cash, shares | 105,000,000 | ' | ' | ' | ' |
Share subscription receivable | ' | ' | -7,000 | ' | -7,000 |
Net loss for the period | ' | ' | ' | -953 | -953 |
Balance, value at Dec. 31, 2006 | 105,000 | -98,000 | -7,000 | -953 | -953 |
Balance, shares at Dec. 31, 2006 | 105,000,000 | ' | ' | ' | ' |
Share subscription receivable | ' | ' | 7,000 | ' | 7,000 |
Net loss for the period | ' | ' | ' | -7,739 | -7,739 |
Balance, value at Dec. 31, 2007 | 105,000 | -98,000 | 0 | -8,692 | -1,692 |
Balance, shares at Dec. 31, 2007 | 105,000,000 | ' | ' | ' | ' |
Common shares issued for cash, amount | 54,300 | -35,800 | ' | ' | 18,500 |
Common shares issued for cash, shares | 54,300,000 | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | -16,944 | -16,944 |
Balance, value at Dec. 31, 2008 | 159,300 | -133,800 | 0 | -25,636 | -136 |
Balance, shares at Dec. 31, 2008 | 159,300,000 | ' | ' | ' | ' |
Balance at Dec. 31, 2009 | 159,300 | -133,800 | 0 | -46,584 | -21,084 |
Balance, shares at Dec. 31, 2009 | 159,300,000 | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | -19,650 | -19,650 |
Balance, value at Dec. 31, 2010 | 159,300 | -133,800 | 0 | -66,234 | -40,734 |
Balance, shares at Dec. 31, 2010 | 159,300,000 | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | -18,249 | -18,249 |
Balance, value at Dec. 31, 2011 | 159,300 | -133,800 | ' | -84,483 | -58,983 |
Balance, shares at Dec. 31, 2011 | 159,300,000 | ' | ' | ' | ' |
Debt forgiveness of related party | ' | 54,742 | ' | ' | 54,742 |
Shares cancelled, value | -126,000 | 126,000 | ' | ' | ' |
Shares cancelled, shares | -126,000,000 | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | -116,741 | -116,741 |
Balance, value at Dec. 31, 2012 | 33,300 | 46,942 | 0 | -201,224 | -120,982 |
Balance, shares at Dec. 31, 2012 | 33,300,000 | ' | ' | ' | ' |
Common shares issued for cash, amount | 500 | 124,500 | ' | ' | 125,000 |
Common shares issued for cash, shares | 500,000 | ' | ' | ' | ' |
Common shares issued for services, value | 7 | 4,423 | ' | ' | ' |
Common shares issued for services, shares | 7,000 | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | -254,512 | -254,512 |
Balance, value at Sep. 30, 2013 | $33,807 | $175,865 | $0 | ($455,736) | ($246,064) |
Balance, shares at Sep. 30, 2013 | 33,807,000 | ' | ' | ' | ' |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 82 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
OPERATING ACTIVITIES | ' | ' | ' |
Net loss for the period | ($254,512) | ($34,467) | ($455,736) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Gain on debt settlement | 0 | -10,000 | -10,000 |
Depreciation expenses | 709 | 0 | 917 |
Common stock issued for service | -4,430 | 0 | -4,430 |
Changes in operating assets and liabilities: | ' | ' | ' |
(Increase) in accounts receivable | -4,340 | 0 | -4,340 |
Increase (decrease) in Accounts payables and accrued liabilities | 24,999 | -12,776 | 55,414 |
NET CASH USED IN OPERATING ACTIVITIES | -228,714 | -57,243 | -409,315 |
INVESTING ACTIVITIES | ' | ' | ' |
Furniture and Equipment | -1,933 | -4,122 | -6,055 |
Web development costs and acquisitions | 0 | -8,050 | -18,845 |
Goodwill | -347,453 | 0 | -347,453 |
NET CASH USED IN INVESTING ACTIVITIES | -349,386 | -12,172 | -372,353 |
CASH FLOW FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds on sale of common stock | 125,000 | 0 | 146,428 |
Proceed from issuance of convertible promissory note | 120,997 | 110,000 | 265,997 |
Proceed from issuance of long-term note | 371,895 | 0 | 371,895 |
Payment of long-term note | -14,451 | 0 | -14,451 |
Proceeds from related parties | 0 | 28,400 | 58,814 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 603,441 | 138,400 | 828,683 |
NET INCREASE (DECREASE) IN CASH | 25,341 | 68,985 | 47,015 |
CASH, BEGINNING | 21,674 | 2 | 0 |
CASH, ENDING | 47,015 | 68,987 | 47,015 |
Cash paid during the period for: | ' | ' | ' |
Interest | 3,719 | 0 | 0 |
Income taxes | 0 | 0 | 0 |
Non-cash investing and financing activities | ' | ' | ' |
Common stock issued for service | 4,430 | 0 | 4,430 |
Debt forgiveness of related party | ' | $54,742 | $54,742 |
1_Nature_of_Operations_and_Bas
1. Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | ' |
The Company was incorporated on November 27, 2006 under the laws of the State of Nevada and extra-provincially registered under the laws of the Province of Ontario on February 2, 2007. On September 28, 2012, the Company with the approval of a majority of the shareholders and directors changed its name from Secured Window Blinds, Inc. to FreeButton, Inc. | |
FreeButton, Inc. has ceased the business of offering window blind system products and now intends to operate, through “TheFreeButton.com”, as an instant-win promotion online site where users can click the “Free Button” to instantly win the products offered on the Company’s homepage without entering their email. | |
Going concern | |
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $455,736. As of September 30, 2013, the Company has a working capital deficit of $440,889. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of September 30, 2013 the Company had issued (i) 150,000,000 shares of its common stock to the Company’s founders at $0.0000667 per share for net proceeds of $10,000 to the Company, (ii) 9,300,000 shares of its common stock in private placements at $0.001666 per share for net proceeds of $15,500 to the Company, (iii) 100,000 shares of its common stock in private placements at $0.025 per share for net proceeds of $25,000 to the Company and (iv) 500,000 shares of its common stock in private placements at $0.25 per share for net proceeds of $125,000 to the Company. 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. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||
Basis of Presentation | ||||
Unaudited Financial Statements | ||||
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q. They do not include all information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2013 (the “Form 10-K”). The accompanying unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | ||||
Segmented Reporting | ||||
Fair Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) 280, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers. | ||||
Comprehensive Loss | ||||
FASB Pre-Codification Standard Statement No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2013, the Company had no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||||
Use of Estimates and Assumptions | ||||
Preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. | ||||
Accounts Receivable | ||||
The Company’s account receivables consist primarily of amounts due for commission earned for the sale of media advertisement or event sponsorship. All accounts receivable balances due are deemed to be collectible and therefore no allowance for doubtful accounts was recorded as of September 30, 2013. | ||||
Financial Instruments | ||||
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. | ||||
Fixed Assets | ||||
Fixed assets are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows: | ||||
Office equipment | 5 years | |||
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. Accumulated depreciation to date on office equipment is $917. | ||||
Website Development Costs/Domain Names | ||||
The Company accounts for its development costs in accordance with ASC 350-50, “Accounting for Website Development Costs”. The Company’s website comprises multiple features and offerings that are currently developed with on-going refinements. In connection with the development of its products, the Company has incurred external costs for hardware, software and consulting services, and internal costs for payroll and related expenses of its technology directly involved in the development. All hardware costs are capitalized as fixed assets. Purchased software will be capitalized in accordance with ASC 350-50-25 related to accounting for the costs of computer software developed or obtained for internal use. All other costs are reviewed to determine whether they should be capitalized or expensed. | ||||
Pursuant to ASC 360, “Property, Plant and Equipment”, the Company periodically evaluates, at least annually, whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. Domain names are generally not amortized. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. In the event that the carrying amount of long-lived assets exceeds the undiscounted future cash flows, then the carrying amount of such assets is adjusted to their fair value. The Company reports an impairment cost as a charge to operations at the time it is recognized. | ||||
Impairment of Long-Lived Assets | ||||
Long-lived assets, such as property and domain names and website development costs are reviewed for impairment when recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expecting an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. | ||||
Goodwill | ||||
Goodwill represents the excess of the cost of an acquisition over the fair value of the net acquired identifiable assets at the date of acquisition. Goodwill is included in intangible assets and no amortization is provided. Goodwill is tested annually for impairment. | ||||
Revenue Recognition | ||||
Revenue consists of commissions earned for the sale of magazine advertisement, on-line advertisement and event sponsorship. Revenue is recognized at the time the advertising becomes publicly available or upon occurrence of the sponsored event. | ||||
Loss per Common Share | ||||
Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share. | ||||
Income Taxes | ||||
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. | ||||
Stock-based Compensation | ||||
The Company follows ASC 718-10, “Stock Compensation” (“ASC 718-10”), which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”, and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. On February 25, 2013, the Board of Directors of the Company adopted a new equity incentive award plan, named the FreeButton, Inc. 2013 Equity Incentive Award Plan (the “2013 Plan”), which was approved by the holders of a majority, or approximately 65%, of the outstanding shares of the Company’s common stock on February 25, 2013.The 2013 Plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted stock and restricted stock units can be awarded. 3,500,000 shares of the Company’s common stock are reserved for issuance under the 2013 Plan. The term of the 2013 Plan is 10 years from the date of its adoption. As of September 30, 2013 the Company has issued 7,000 shares of its common stock under the 2013 Plan. | ||||
Recent Accounting Pronouncements | ||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
3_Stockholders_EquityDeficit
3. Stockholders' Equity/Deficit | 9 Months Ended | ||
Sep. 30, 2013 | |||
Equity [Abstract] | ' | ||
STOCKHOLDERS' EQUITY/DEFICIT | ' | ||
The Company had shares of the following class of capital stock issued and outstanding as of September 30, 2013: | |||
- | Common stock, $0.001 par value: 75,000,000 shares authorized: 33,807,000 shares issued and outstanding. | ||
On December 15, 2006, the Company issued 105,000,000 shares of its common stock at $0.0000666 per share to the sole member of the Board of Directors and President of the Company for cash proceeds of approximately $7,000. | |||
On May 12, 2008, the Company issued 45,000,000 shares of its common stock at $0.0000666 per share to the sole member of the Board of Directors and President of the Company for cash proceeds of approximately $3,000. | |||
From August to September, 2008, the Company issued 9,300,000 shares of its common stock through private placements at $0.001666 per share for net proceeds to the Company of approximately $15,500. | |||
On June 26, 2012, the President of the Company forgave all debts owing to him by the Company for all advances/shareholders loans totaling $54,742. All these sums are reflected as a credit to additional-paid-in-capital. | |||
On August 15, 2012, two shareholders of the Company returned 126,000,000 (pre-split 8,400,000) restricted shares of common stock to treasury and the shares were cancelled by the Company. The shares were returned to treasury for no consideration to the shareholder. Following the cancellation the Company had 33,300,000 (pre-split 2,220,000) shares of common stock outstanding. | |||
On August 22, 2012, a majority of shareholders and the Company’s Board of Directors approved a special resolution to undertake a forward split of the common stock of the Company, exchanging 15 new shares for 1 old share, which was effected on October 1, 2012, increasing the outstanding shares from 2,220,000 to 33,300,000. | |||
On February 25, 2013, the Company issued 100,000 shares of its common stock through a private placement at $0.25 per share for net proceeds to the Company of $25,000. | |||
On February 25, 2013, the Company issued a total of 7,000 common shares to one individual and two companies under the 2013 Plan. Total value received for services rendered was $4,430 (refer Equity Incentive Award Plan). | |||
On July 11, 2013, the Company issued 100,000 common shares through a private placement at $0.25 per share for net proceeds to the Company of $25,000. | |||
On September 16, 2013, the Company issued 300,000 common shares through a private placement at $0.25 per share for net proceeds to the Company of $75,000. | |||
All references in these financial statements to number of common shares, price per share and weighted average number of common shares outstanding prior to the 15:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted. | |||
Equity Incentive Award Plan | |||
On February 25, 2013, the Board of Directors of the Company adopted a new equity incentive award plan, named the FreeButton, Inc. 2013 Equity Incentive Award Plan (the “2013 Plan”), which has been approved by a majority, or approximately 65% of outstanding shareholders of the Company on February 25, 2013. | |||
The new plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted stock and restricted stock units can be awarded. The 2013 Plan’s initial share reservation will be 3,500,000 shares. The term of the plan is for 10 years from the date of its adoption. | |||
On February 25, 2013 the Company issued under the 2013 Plan a total of 7,000 common shares to one individual and two companies. Total value received for services rendered was $4,430. |
4_Related_Party_Transactions
4. Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
On December 15, 2006 the Company issued 105,000,000 shares of common stock at $0.0000666 per share to its sole director and President of the Company for cash proceeds of $7,000. On May 12, 2008 the Company issued 45,000,000 shares of common stock at $0.0000666 per share to its sole director and President of the Company for cash proceeds of $3,000. During the nine months ending September 30, 2012 the President of the Company paid outstanding payables owed by the Company of $28,400. On June 26, 2012, the President of the Company forgave all debts owing to him by the Company for all advances/shareholders loans totaling $54,742. All these sums are reflected as a credit to additional-paid-in-capital. | |
On August 15, 2012, two shareholder of the Company returned 126,000,000 (pre-split 8,400,000) restricted shares of common stock to treasury and the shares were cancelled by the Company. The shares were returned to treasury for no consideration to the shareholder. Following the cancellation, as of December 31, 2012 there were 33,300,000 (pre-split 2,220,000) shares of common stock outstanding. | |
As at September 30, 2013, the Company has a shareholder loan in the amount of $4,072 owed to the President of the Company. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment. | |
During the nine month period ended September 30, 2013, the Company paid $99,500 in total to two managers as management fees. | |
See Note 6 for further discussion of related party transactions. |
5_Convertible_Promissory_Note
5. Convertible Promissory Note | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
CONVERTIBLE PROMISSORY NOTE | ' |
On August 9, 2012, the Company signed a Convertible Promissory Note for $110,000, with an interest rate of 8% and a maturity date of August 9, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price other than $0.10. | |
On November 20, 2012, the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of May 20, 2013. The maturity date of this Convertible Promissory Note has been extended to November 20, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price other than $0.10. | |
On December 13, 2012 the Company signed a Convertible Promissory Note for $10,000, with an interest rate of 8% and a maturity date of June 13, 2013. The maturity date of this Convertible Promissory Note has been extended to December 12, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $90,000 at a price other than $0.10. | |
On January 7, 2013 the Company signed a Convertible Promissory Note for $13,500, with an interest rate of 8% and a maturity date of October 3, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $121,500 at a price other than $0.10. | |
On March 18, 2013, the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of September 18, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price other than $0.10. | |
On April 3, 2013, the Company signed a Convertible Promissory Note for $13,500, with an interest rate of 8% and a maturity date of October 2, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $121,500 at a price other than $0.10. | |
On April 25, 2013, the Company signed a Convertible Promissory Note for $25,000, with an interest rate of 8% and a maturity date of October 25, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $225,000 at a price other than $0.10. | |
On May 24, 2013, the Company signed a Convertible Promissory Note for $30,000, with an interest rate of 8% and a maturity date of November 24, 2013. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $270,000 at a price other than $0.10. | |
On August 8, 2013, the Company signed a Convertible Promissory Note for $13,996.50, with an interest rate of 8% and a maturity date of February 14, 2014. The issuer of this Convertible Promissory Note has the option to convert all or portion of the amount due under the promissory note into shares of common stock of the Company. The conversion price per share is $0.10, unless between the date of the promissory note and the maturity date of the promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $125,964 at a price other than $0.10. | |
Subsequent to the end of the period covered by the accompanying interim financial statements, on November 4, 2013, the Company signed a consolidation and extension of all the Company’s existing promissory notes, and the accrued interest thereon as of October 31, 2013. The total amount of the consolidated promissory note is $285,239.76 (consisting of $265,996.50 in principal and $19,243.26 in accrued interest) with an interest rate of 8% and maturity date of May 19, 2014. The conversion price per share is $0.10, unless between the date of the consolidated promissory note and the maturity date of the consolidated promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price other than $0.10. In the event the Company does not pay the outstanding balance due under the consolidated promissory note by May 19, 2014, the interest rate of the consolidated promissory note will increase to 12% per annum. |
6_Asset_and_Business_Acquisiti
6. Asset and Business Acquisition | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
ASSET AND BUSINESS ACQUISITION | ' | ||||
On July 11, 2013, the Company entered into an Assets and Business Acquisition Agreement (the “Acquisition Agreement”) with Media Rhythm Group, Inc. (“Media Rhythm”) to acquire all of the assets used in connection with the business of Media Rhythm (the “Assets”). | |||||
Media Rhythm operates a marketing and advertising business that primarily caters to sports media such as magazines and websites. James Lynch, President, Chief Executive Officer, Secretary, and sole Director of the Company, is President and the sole shareholder of Media Rhythm. | |||||
Pursuant to the Acquisition Agreement, the Company purchased the Assets for $420,000 (the “Purchase Price”), and in return, issued a promissory note dated July 11, 2013, to Media Rhythm with the principal amount equal to the Purchase Price (the “Note”). Under the Note, the Purchase Price shall be paid by the Company to Media Rhythm in twenty-four (24) equal monthly installments commencing on August 1, 2013 (on August 2, 2013 the commencement date was changed to September 1, 2013). The present value of the $420,000 principal balance of the Note is $371,895. The Note shall not bear interest. The Company may at any time prepay all or part of the unpaid principal balance of the Note. The Company’s payment obligation may become accelerated upon certain events of default, including failure to make past due payment within ten days of a written notice from the holder, failure to cure any involuntary insolvency or bankruptcy proceeding within ninety (90) days of the commencement of such proceeding, and filing of any voluntary bankruptcy or insolvency proceeding. Media Rhythm is entitled to a right of setoff against all or part of the unpaid and past due payments under the Note or the Acquisition Agreement. | |||||
The assets acquired from Media Rhythm are: | |||||
Cash | $ | 6,675 | |||
Accounts Receivable | 15,834 | ||||
Fixed Assets, net | 1,933 | ||||
Goodwill | 347,453 | ||||
$ | 371,895 | ||||
7_LongTerm_Note
7. Long-Term Note | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||
LONG-TERM NOTE | ' | ||||||||||||||
30-Sep-13 | |||||||||||||||
Note Payable | $ | 357,444 | |||||||||||||
Less: Current portion | (180,833 | ) | |||||||||||||
$ | 176,611 | ||||||||||||||
As stated in Note 6 above, on July 11, 2013, the Company entered into the Acquisition Agreement with Media Rhythm to acquire the Assets. In connection with the entry into the Acquisition Agreement, the Company issued the Note. The amount owing is payable in equal monthly installments in each of 2013, 2014 and 2015 as follows: | |||||||||||||||
Total | Unrealized Interest | Principal | |||||||||||||
Payment | |||||||||||||||
$ | $ | $ | |||||||||||||
2013 | 70,669 | 14,023 | 56,646 | ||||||||||||
2014 | 210,000 | 28,038 | 181,962 | ||||||||||||
2015 | 139,331 | 6,044 | 133,287 | ||||||||||||
Total | 420,000 | 48,105 | 371,895 |
8_Income_Taxes
8. Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
The Company has adopted the FASB ASCs for reporting purposes. As of September 30, 2013, the Company had net operating loss carry forwards of approximately $455,736 that may be available to reduce future years’ taxable income and will expire beginning in 2026. Availability of loss usage is subject to change of ownership limitations under Section 382 of the Internal Revenue Code of 1986, as amended. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards. |
9_Subsequent_Events
9. Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
Distribution Agreement | |
On October 22, 2013, the Company entered into an Exclusive Distribution Agreement (the “Distribution Agreement”) with Rivalfly National Network, LLC (“Rivalfly”), whereby the Company granted exclusive distribution rights to Rivalfly for its game platform for an initial term of five (5) years. | |
Under the terms of the Distribution Agreement, Rivalfly will be issued up to 25,512,500 shares (the “Maximum Issuance”) of the Company’s common stock (the “Shares”), issuable in increments upon the Company achieving certain milestones as more fully set forth in the Distribution Agreement. More specifically, Rivalfly will be issued: (i) 4,000,000 Shares upon securing a sub-distribution agreement with Game Exchange of Colorado, Inc.; (ii) 4,000,000 Shares upon the Company’s completion of a successful test phase for its game platform; and (iii) 1,000,000 Shares for every 1,000 paying customers sourced by Rivalfly. The Share issuances are dependent in large part on the Company’s success in raising capital from investors to develop and commercialize its game platform. The Share issuances are not dependent or conditioned on Rivalfly’s efforts to raise capital on behalf of the Company. | |
Under the terms of the Distribution Agreement, upon the issuance of 4,000,000 Shares to Rivalfly, Rivalfly will be entitled to appoint one representative to the Company’s Board of Directors and maintain that representative until the time Rivalfly no longer owns at least 2,000,000 Shares or upon termination of the Distribution Agreement. | |
Under the terms of the Distribution Agreement, in the event of a change in control transaction resulting in net proceeds to the Company of at least $50,000,000, the Maximum Issuance will be deemed fully-earned and issuable. | |
Convertible Promissory Note | |
As stated in Note 5 above, subsequent to the end of the period covered by the accompanying interim financial statements, on November 4, 2013, the Company signed a consolidation and extension of all the Company’s existing promissory notes, and the accrued interest thereon as of October 31, 2013. The total amount of the consolidated promissory note is $285,239.76 (consisting of $265,996.50 in principal and $19,243.26 in accrued interest) with an interest rate of 8% and maturity date of May 19, 2014. The conversion price per share is $0.10, unless between the date of the consolidated promissory note and the maturity date of the consolidated promissory note, the Company has sold its capital stock in any financing in which the Company received gross proceeds in excess of $1,000,000 at a price other than $0.10. In the event the Company does not pay the outstanding balance due under the consolidated promissory note by May 19, 2014, the interest rate of the consolidated promissory note will increase to 12% per annum. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policy) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Basis of Presentation | ' | |||
Basis of Presentation | ||||
Unaudited Financial Statements | ||||
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q. They do not include all information and footnotes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2013 (the “Form 10-K”). The accompanying unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. | ||||
Segmented Reporting | ' | |||
Segmented Reporting | ||||
Fair Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) 280, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers. | ||||
Comprehensive Loss | ' | |||
Comprehensive Loss | ||||
FASB Pre-Codification Standard Statement No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2013, the Company had no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||||
Use of Estimates and Assumptions | ' | |||
Use of Estimates and Assumptions | ||||
Preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates. | ||||
Accounts Receivable | ' | |||
The Company’s account receivables consist primarily of amounts due for commission earned for the sale of media advertisement or event sponsorship. All accounts receivable balances due are deemed to be collectible and therefore no allowance for doubtful accounts was recorded as of September 30, 2013. | ||||
Financial Instruments | ' | |||
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. | ||||
Fixed Assets | ' | |||
Fixed assets are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows: | ||||
Office equipment | 5 years | |||
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. Accumulated depreciation to date on office equipment is $917. | ||||
Website Development Costs/Domain Names | ' | |||
The Company accounts for its development costs in accordance with ASC 350-50, “Accounting for Website Development Costs”. The Company’s website comprises multiple features and offerings that are currently developed with on-going refinements. In connection with the development of its products, the Company has incurred external costs for hardware, software and consulting services, and internal costs for payroll and related expenses of its technology directly involved in the development. All hardware costs are capitalized as fixed assets. Purchased software will be capitalized in accordance with ASC 350-50-25 related to accounting for the costs of computer software developed or obtained for internal use. All other costs are reviewed to determine whether they should be capitalized or expensed. | ||||
Pursuant to ASC 360, “Property, Plant and Equipment”, the Company periodically evaluates, at least annually, whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. Domain names are generally not amortized. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. In the event that the carrying amount of long-lived assets exceeds the undiscounted future cash flows, then the carrying amount of such assets is adjusted to their fair value. The Company reports an impairment cost as a charge to operations at the time it is recognized. | ||||
Impairment of Long-Lived Assets | ' | |||
Long-lived assets, such as property and domain names and website development costs are reviewed for impairment when recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expecting an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. | ||||
Goodwill | ' | |||
Goodwill represents the excess of the cost of an acquisition over the fair value of the net acquired identifiable assets at the date of acquisition. Goodwill is included in intangible assets and no amortization is provided. Goodwill is tested annually for impairment. | ||||
Revenue Recognition | ' | |||
Revenue consists of commissions earned for the sale of magazine advertisement, on-line advertisement and event sponsorship. Revenue is recognized at the time the advertising becomes publicly available or upon occurrence of the sponsored event. | ||||
Loss per Common Share | ' | |||
Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share | ||||
Income Taxes | ' | |||
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. | ||||
Stock-based Compensation | ' | |||
The Company follows ASC 718-10, “Stock Compensation” (“ASC 718-10”), which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”, and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. On February 25, 2013, the Board of Directors of the Company adopted a new equity incentive award plan, named the FreeButton, Inc. 2013 Equity Incentive Award Plan (the “2013 Plan”), which was approved by the holders of a majority, or approximately 65%, of the outstanding shares of the Company’s common stock on February 25, 2013.The 2013 Plan is an “omnibus plan” under which stock options, stock appreciation rights, performance share awards, restricted stock and restricted stock units can be awarded. 3,500,000 shares of the Company’s common stock are reserved for issuance under the 2013 Plan. The term of the 2013 Plan is 10 years from the date of its adoption. As of September 30, 2013 the Company has issued 7,000 shares of its common stock under the 2013 Plan. | ||||
Recent Accounting Pronouncements | ' | |||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Estimated useful lives of the plant and equipment | ' | |||
Office equipment | 5 years |
6_Asset_and_Business_Acquisiti1
6. Asset and Business Acquisition (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Assets | ' | ||||
Cash | $ | 6,675 | |||
Accounts Receivable | 15,834 | ||||
Fixed Assets, net | 1,933 | ||||
Goodwill | 347,453 | ||||
$ | 371,895 |
7_LongTerm_Note_Tables
7. Long-Term Note (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||
Note Payable | ' | ||||||||||||||
30-Sep-13 | |||||||||||||||
Note Payable | $ | 357,444 | |||||||||||||
Less: Current portion | (180,833 | ) | |||||||||||||
$ | 176,611 | ||||||||||||||
Long Term Note | ' | ||||||||||||||
Total | Unrealized Interest | Principal | |||||||||||||
Payment | |||||||||||||||
$ | $ | $ | |||||||||||||
2013 | 70,669 | 14,023 | 56,646 | ||||||||||||
2014 | 210,000 | 28,038 | 181,962 | ||||||||||||
2015 | 139,331 | 6,044 | 133,287 | ||||||||||||
Total | 420,000 | 48,105 | 371,895 |
1_Nature_of_Operations_and_Bas1
1. Nature of Operations and Basis of Presentation (Details) (USD $) | Sep. 30, 2013 |
Accounting Policies [Abstract] | ' |
Working capital deficit | ($440,889) |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies (Details) (Office Equipment [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Office Equipment [Member] | ' |
Estimated useful lives of the plant and equipment | ' |
Office equipment | '5 years |
2_Summary_of_Significant_Accou4
2. Summary of Significant Accounting Policies (Details Textual) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies (Textual) | ' |
Accumulated depreciation | $917 |
Majority percentage of outstanding shareholders voted for approval Equity Incentive Award Plan | 65.00% |
2013 Plan's initial share reserve for future issuance | 3,500,000 |
Term of Equity Incentive Award Plan | '10 years |
Shares issued under 2013 Equity Incentive Award Plan | 7,000 |
4_Related_Party_Transactions_D
4. Related Party Transactions (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Related Party Transactions [Abstract] | ' | ' |
Shareholder loan owed to the President | $4,072 | $4,072 |
Management fees paid | $99,500 | ' |
5_Convertible_Promissory_Note_
5. Convertible Promissory Note (Details Textual) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Convertible Promissory Note 1 | ' |
Date issued | 9-Aug-12 |
Convertible promissory note face amount | $110,000 |
Interest rate | 8.00% |
Maturity date | 9-Aug-13 |
Convertible Promissory Note 2 | ' |
Date issued | 20-Nov-12 |
Convertible promissory note face amount | 25,000 |
Interest rate | 8.00% |
Maturity date | 20-Nov-13 |
Convertible Promissory Note 3 | ' |
Date issued | 13-Dec-12 |
Convertible promissory note face amount | 10,000 |
Interest rate | 8.00% |
Maturity date | 12-Dec-13 |
Convertible Promissory Note 4 | ' |
Date issued | 7-Jan-13 |
Convertible promissory note face amount | 13,500 |
Interest rate | 8.00% |
Maturity date | 3-Oct-13 |
Convertible Promissory Note 5 | ' |
Date issued | 18-Mar-13 |
Convertible promissory note face amount | 25,000 |
Interest rate | 8.00% |
Maturity date | 18-Sep-13 |
Convertible Promissory Note 6 | ' |
Date issued | 3-Apr-13 |
Convertible promissory note face amount | 13,500 |
Interest rate | 8.00% |
Maturity date | 2-Oct-13 |
Convertible Promissory Note 7 | ' |
Date issued | 25-Apr-13 |
Convertible promissory note face amount | 25,000 |
Interest rate | 8.00% |
Maturity date | 25-Oct-13 |
Convertible Promissory Note 8 | ' |
Date issued | 24-May-13 |
Convertible promissory note face amount | 30,000 |
Interest rate | 8.00% |
Maturity date | 24-Nov-13 |
Convertible Promissory Note 9 | ' |
Date issued | 8-Aug-13 |
Convertible promissory note face amount | $13,997 |
Interest rate | 8.00% |
Maturity date | 14-Feb-14 |
6_Asset_and_Business_Acquisiti2
6. Asset and Business Acquisition (Details) (USD $) | Sep. 30, 2013 |
Business Combinations [Abstract] | ' |
Cash | $6,675 |
Accounts Receivable | 15,834 |
Fixed Assets, net | 1,933 |
Goodwill | 347,453 |
Asset and Business Acquisition | $371,895 |
6_Asset_and_Business_Acquisiti3
6. Asset and Business Acquisition (Details Textual) (Subsequent Event [Member], USD $) | 0 Months Ended |
Jul. 11, 2013 | |
Installment | |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Asset purchase price | $420,000 |
Number of installment for payment of asset purchase price | 24 |
Business combination, payment obligation description | 'The CompanyBs payment obligation may become accelerated upon certain events of default, including failure to make past due payment within ten days of a written notice from the holder, failure to cure any involuntary insolvency or bankruptcy proceeding within ninety (90) days of the commencement of such proceeding, and filing of any voluntary bankruptcy or insolvency proceeding. |
7_LongTerm_Note_Details
7. Long-Term Note (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Debt Disclosure [Abstract] | ' | ' |
Note Payable | $357,444 | ' |
Less: Current portion | -180,833 | 0 |
Note Payable, net of current portion | $176,611 | $0 |
7_LongTerm_Note_Details_1
7. Long-Term Note (Details 1) (USD $) | Sep. 30, 2013 |
Total Payment | $420,000 |
Unrealized Interest | 48,105 |
Principal | 371,895 |
Year One 2013 [Member] | ' |
Total Payment | 70,669 |
Unrealized Interest | 14,023 |
Principal | 56,646 |
Year Two 2014 [Member] | ' |
Total Payment | 210,000 |
Unrealized Interest | 28,038 |
Principal | 181,962 |
Year Three 2015 [Member] | ' |
Total Payment | 139,331 |
Unrealized Interest | 6,044 |
Principal | $133,287 |
8_Income_Taxes_Details
8. Income Taxes (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes (Textual) | ' |
Operating loss carryforwards | $455,736 |
Expiration dates of operating loss carry forwards | ' |
beginning in 2026 |