STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 5 – STOCKHOLDERS’ EQUITY |
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Common Stock |
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During the nine months ended September 30, 2014, the Company executed the following common stock transactions: |
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| ⋅ | the issuance of an aggregate 13,346,500 common shares to accredited investors in private placements. Total consideration from the issuance of common stock amounted to $3,421,000 for the period ended September 30, 2014. The common stock issued included warrants with a fair value of $546,733. | | | | | |
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| ⋅ | the issuance of an aggregate 1,010,012 shares of the Company’s common stock with a fair value of $211,117 for consulting services. | | | | | |
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| ⋅ | the issuance of 226,966 shares of common stock with a fair value of $47,444 for software development services. | | | | | |
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| ⋅ | the issuance of 10,000 shares of common stock with a fair value of $2,090 for promotional contract. | | | | | |
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The fair value of common stock issued in connection with services rendered by various professionals was determined based upon the evaluation of fair value made by the Company’s management, which considered the values associated with common stock sold for cash during the period. |
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Preferred Stock |
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The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. The preferred stock may be issued in one or more series and the first series consisted of 18,000,000 shares and is designated as series A convertible preferred stock (“Series A Preferred Stock”). The holders of Series A Preferred Stock are entitled to receive, if, when and as declared by the Board, dividends at an annual rate of 8% of the original purchase price of Series A Preferred Stock. No dividends were declared for the nine months ended September 30, 2014 and 2013. In the event of any liquidation, dissolution or winding up of the Company, voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive the amount of $0.50 per share. Each share of Series A Preferred Stock is convertible at the option of the holder at any time after the date of issuance into equal number of shares of common stock. Each share of Series A Preferred Stock issued and outstanding is entitled to the number of votes equal to the number of shares of common stock into which such share of Series A Preferred Stock could be converted. |
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In connection with the Company’s December 31, 2012 sale of $802,500 in units consisting of an aggregate of 3,210,000 shares of the Company’s Series A Preferred Stock and warrants to purchase an aggregate of 3,210,000 shares of the Company’s common stock, the Company was required to file a registration statement registering the shares of common stock. Such Series A Preferred Stock were convertible into 3,210,000 shares of common stock. Such registration statement was required to be filed within 60 days of the final closing date (the “Filing Date”) and to be declared effective by 150 days from the Filing Date. The Company did not meet the required Filing Date and the required effectiveness date passed. Pursuant to the registration rights agreement, if the registration statement was not filed on a timely basis or was not declared effective by the SEC for any reason on a timely basis, the Company was required to pay each investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such investor (capped at 12%) until the registration statement is filed or declared effective, as the case may be. The Company’s registration statement was declared effective by the SEC on February 14, 2014. At September 30, 2014 and December 31, 2013, the Company had accrued $47,000 of estimated liquidated damages that it owes to the holders of the outstanding Series A Preferred stock. |
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Preferred Stock Conversion to Common Stock |
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In August and October 2013, the Company obtained the consent of approximately 69% of its preferred shareholders to adopt, approve and ratify the Amended and Restated Certificate of Designations of the Company’s Series A Convertible Preferred Stock. The amendment, which was filed with the state of Nevada on October 4, 2013, provides that the Company shall have the right to convert the Series A Convertible Preferred Stock into shares of the Company’s common stock in its sole discretion at any time, at which time, such Series A Convertible Preferred Stock shall automatically and without any required action by any holder, be converted into 103% of fully paid, non-assessable shares of common stock. As of the date when these financial statements were available to be issued, no preferred shares had been converted to common stock. |
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On March 26, 2014, the Company issued to its officers 2,000,000 shares of preferred stock designated as series B preferred stock (“Series B Preferred Stock”). The holders of Series B Preferred Stock are entitled to the equivalent of 100 votes of common stock for each share of Series B Preferred stock held. The holders of the Series B Preferred Stock have no other rights, such as conversion or liquidation. The fair value of the Series B Preferred Stock on the date of issuance was determined to be $2,000 and was recorded as officers’ compensation. |
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Warrants |
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During the nine months ended September 30, 2014, the Company issued warrants to purchase common stock to investors in private placements for the right to purchase 13,284,000 shares of the Company’s common stock at $0.50 per share. The warrants vested immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $546,733, using the Black-Scholes-Merton option pricing model. |
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On February 1, 2014, the Company entered into a software development agreement pursuant to which it granted a warrant to purchase 125,000 shares of the Company’s common stock at an exercise price of $0.25. The warrant vests over 3 years as follows (a) 20,000 shares after 6 months (b) remaining at the rate of 10,500 shares at the end of every three months, thereafter. The warrant has a term of 5 years. The fair value of the warrant using Black-Scholes-Merton model was determined to be $12,625. |
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On July 22, 2014, the Company entered into a consulting agreement pursuant to which it granted a warrant to purchase 2,664,000 shares of the Company’s common stock at an exercise price of $0.25. The warrant vests immediately and has a term of 10 years. The fair value of the warrant using Black-Scholes-Merton model was determined to be $402,940, which were recorded as other assets in the accompanying condensed balance sheet at September 30, 2014. |
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On August 22, 2014, the Company entered into a marketing agreement pursuant to which it granted a warrant to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.25. The warrant vests over 2 years, beginning in October 2014, as follows: (a) 250,000 shares after six months (b) remaining at the rate of 181,250 shares at the end of every three months, thereafter. The warrant has a term of 10 years. The fair value of the warrant using Black-Scholes-Merton model was determined to be $161,336. |
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The assumptions used in the Black-Scholes-Merton option pricing model are as follows: |
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Risk-free interest rate | | 0.49%-1.34% | | | | | |
Expected dividend yield | | 0 | % | | | | |
Expected lives | | 2.5-4 years | | | | | |
Expected volatility | | 70%-100% | | | | | |
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Warrants to purchase an aggregate of 45,939,500 shares of the Company’s common stock with exercise prices ranging from $0.01 to $0.75 were outstanding as of September 30, 2014. A summary of the Company’s warrant activity and related information for the nine months ended September 30, 2014 is as follows: |
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| | Warrants | | Weighted | |
Average |
Exercise |
Price |
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Outstanding at January 1, 2014 | | | 28,866,500 | | $ | 0.39 | |
Granted | | | 17,073,000 | | | 0.44 | |
Exercised | | | - | | | - | |
Forfeited/Expired | | | - | | | - | |
Outstanding at September 30, 2014 | | | 45,939,500 | | $ | 0.41 | |
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Stock Options |
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During 2010, the Board of Directors approved and adopted the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) to provide for the issuance of non-qualified and/or incentive stock options to employees, officers, directors and consultants and other service providers. The Plan was subsequently amended on various dates. Generally, all options granted expire five to ten years from the date of grant. It is the policy of the Company to issue new shares for stock options exercised, rather than issue treasury shares. Options generally vest over ten years. Effective July 1, 2012, the total number of shares of common stock reserved for issuance was reduced to 15,000,000 shares, subject to annual increases of up to an amount equal to 15% of the outstanding fully-diluted shares of common stock of the Company, and any such increase cannot be made until the fully diluted shares of common stock outstanding exceeds 100,000,000 shares. |
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During the nine months ended September 30, 2014, the Company granted options to purchase an aggregate of 5,850,000 shares of the Company’s common stock to certain employees. 3,000,000 of the stock options were granted with an exercise price of $0.10, 2,750,000 were granted with an exercise price of $0.25 and 100,000 were granted with an exercise price of $0.40; and have contractual terms of five years. At September 29, 2014, the employee that was granted with 2,500,000 options was terminated, as such these options were cancelled. Vesting of the options is through December 2016 through September 2017. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plan) and in the event of certain modifications to the option award agreement. The weighted average exercise price of the options granted was $0.168. The weighted average remaining contractual life was 5.22 and 5.39 for the options outstanding and exercisable, respectively. |
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The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The expected volatility is based on the historical volatilities of the common stock of comparable publicly traded companies based on the lack of relevant historical data regarding the volatility of its stock price on which to base a meaningful estimate of expected volatility. The expected term of options granted was determined in accordance with the “simplified approach” as the Company has limited, relevant, historical data on employee exercises and post-vesting employment termination behavior. The expected risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The financial statement effect of forfeitures is estimated at the time of grant and revised, if necessary, if the actual effect differs from those estimates. For option grants to employees and directors, the Company assigns a forfeiture factor of 0%. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. Utilizing these assumptions, the fair value is determined at the date of grant. |
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The table below illustrates the fair value per share determined by the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees: |
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Weighted-average fair value of options granted | | $ | 0.171 | | | | |
Expected terms | | | 3-10 years | | | | |
Expected volatility | | | 70 - 100 | % | | | |
Risk-free interest rate | | | 1.06 - 1.12 | % | | | |
Dividend yield | | | - | | | | |
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The table below illustrates the fair value per share determined by the Black-Scholes-Merton option pricing model with the following assumptions used for valuing warrants granted to consultants: |
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Weighted-average fair value of options granted | | $ | 0.091 | | | | |
Expected terms | | | 5 - 6 years | | | | |
Expected volatility | | | 70 - 100 | % | | | |
Risk-free interest rate | | | 1.06 - 1.89 | % | | | |
Dividend yield | | | - | | | | |
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Options to purchase 20,450,000 shares of common stock at a weighted average exercise price of $0.067 per share were outstanding at September 30, 2014, of that amount, 15,350,000 are exercisable at an average price of $0.038 per share. |
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As of September 30, 2014, there was $476,945 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted average period of 3.75 years. |
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The estimated aggregate pretax intrinsic value (the difference between the Company’s estimated stock price on the last day of the period ended September 30, 2014 and the exercise price, multiplied by the number of in-the-money options) is approximately $2,629,400. This amount changes based on the estimated fair value of the Company’s common stock. |
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Public Offering |
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On February 14, 2014, the SEC issued a notice of effectiveness of the Registration Statement filed by the Company to sell 10,000,000 shares of common stock at a public offering price of $0.50 per share. Accordingly, during the period ended September 30, 2014, the Company offset capitalized costs of $78,739 related to the fund raising efforts to paid-in capital. |
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