Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 13, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Rowl, Inc. | ||
Entity Central Index Key | 1500904 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | cik0001500904 | ||
Entity Common Stock, Shares Outstanding | 80,521,713 | ||
Entity Public Float | $0 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash | $251,896 | $172,532 |
Other current assets | 260,948 | 206,177 |
Total Current Assets | 512,844 | 378,709 |
Furniture and equipment, net | 88,471 | 22,564 |
Software development costs, net | 631,289 | 710,200 |
Intangible assets | 93,836 | 80,636 |
Other assets | 293,293 | 28,516 |
Total Assets | 1,619,733 | 1,220,625 |
Current Liabilities: | ||
Accounts payable | 70,519 | 173,963 |
Accrued expenses | 183,633 | 106,585 |
Legal settlement payable | 68,750 | |
Total Current Liabilities | 254,152 | 349,298 |
Total Liabilities | 254,152 | 349,298 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock, $0.001 par value; 500,000,000 and 150,000,000 shares authorized; 80,125,728 and 64,980,257 shares issued and outstanding at December 31, 2014 and 2013, respectively | 80,126 | 64,980 |
Paid-in capital | 11,912,516 | 7,227,834 |
Accumulated deficit | -10,632,271 | -6,424,697 |
Total Stockholders' Equity | 1,365,581 | 871,327 |
Total Liabilities and Stockholders' Equity | 1,619,733 | 1,220,625 |
Series A Preferred Stock | ||
Stockholders' Equity | ||
Preferred stock value | 3,210 | 3,210 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock value | $2,000 | $0 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 500,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 80,125,728 | 64,980,257 |
Common Stock, Shares, Outstanding | 80,125,728 | 64,980,257 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 3,210,000 | 3,210,000 |
Preferred Stock, Shares Outstanding | 3,210,000 | 3,210,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 2,000,000 | 0 |
Preferred Stock, Shares Outstanding | 2,000,000 | 0 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Sales | $0 | $0 |
Cost of Sales | 0 | 0 |
Gross Profit | 0 | 0 |
Selling, General and Administrative Expenses | 3,823,824 | 2,184,216 |
Research and Development | 491,555 | 337,241 |
Operating Loss | -4,315,379 | -2,521,457 |
Other Income (Expense): | ||
Gain on Settlement and Write-off of Accounts Payable | 106,229 | 4,735 |
Interest Expense | -2,973 | -1,741 |
Other | 5,349 | |
Other Income (Expense), Net | 108,605 | 2,994 |
Loss before Income Taxes | -4,206,744 | -2,518,463 |
Provision for Income Taxes | 800 | 800 |
Net Loss | ($4,207,574) | ($2,519,263) |
Loss Per Share-Basic and Diluted | ($0.06) | ($0.04) |
Weighted average shares used in computing loss per share | 76,449,844 | 58,906,234 |
STATEMENTS_OF_STOCKHOLDERS_EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Paid-in Capital | Stock Subscriptions Receivable | Accumulated Deficit | Total |
Balance at Dec. 31, 2012 | $3,210 | $53,733 | $4,166,548 | ($152,500) | ($3,905,434) | $165,557 | |
Balance (in shares) at Dec. 31, 2012 | 3,210,000 | 53,733,208 | |||||
Private placement of common stock | 7,777 | 1,614,031 | 1,621,808 | ||||
Private placement of common stock (in shares) | 7,776,500 | ||||||
Fair value of warrants issued in connection with private placement of common stock | 322,317 | 322,317 | |||||
Proceeds from subscriptions receivable Series A convertible preferred stock | 152,500 | 152,500 | |||||
Issuance of common stock for consulting services | 1,934 | 405,209 | 407,143 | ||||
Issuance of common stock for consulting services (in Shares) | 1,933,886 | ||||||
Fair value of warrants issued in connection with consulting services | 68,142 | 68,142 | |||||
Fair value of warrants issued in connection with software development | 36,379 | 36,379 | |||||
Issuance of common stock in connection with software development | 638 | 133,270 | 133,908 | ||||
Issuance of common stock in connection with software development (in shares) | 638,463 | ||||||
Issuance of common stock in payment of settlement of accounts payable and retainer fee | 898 | 185,838 | 186,736 | ||||
Issuance of common stock in payment of settlement of accounts payable and retainer fee (in shares) | 898,200 | ||||||
Stock based compensation | 296,100 | 296,100 | |||||
Net loss | -2,519,263 | -2,519,263 | |||||
Balance at Dec. 31, 2013 | 3,210 | 64,980 | 7,227,834 | -6,424,697 | 871,327 | ||
Balance (in Shares) at Dec. 31, 2013 | 3,210,000 | 64,980,257 | |||||
Private placement of common stock | 13,647 | 2,860,620 | 2,874,267 | ||||
Private placement of common stock (in shares) | 13,646,500 | ||||||
Fair value of warrants issued in connection with private placement of common stock | 546,733 | 546,733 | |||||
Issuance of common stock for consulting services | 1,262 | 310,653 | 311,915 | ||||
Issuance of common stock for consulting services (in Shares) | 1,262,005 | ||||||
Issuance of Series B preferred stock | 2,000 | 2,000 | |||||
Issuance of Series B preferred stock (in Shares) | 2,000,000 | ||||||
Fair value of warrants issued in connection with consulting services | 402,940 | 402,940 | |||||
Fair value of warrants issued in connection with software development | 65,548 | 65,548 | |||||
Issuance of common stock in connection with software development | 227 | 47,217 | 47,444 | ||||
Issuance of common stock in connection with software development (in shares) | 226,966 | ||||||
Issuance of common stock in payment of settlement of accounts payable and retainer fee (in shares) | |||||||
Issuance of common stock in connection with promotional contracts | 10 | 2,080 | 2,090 | ||||
Issuance of common stock in connection with promotional contracts (in shares) | 10,000 | ||||||
Fair value of warrants issued in connection with promotional contracts | 82,675 | 82,675 | |||||
Stock based compensation | 444,955 | 444,955 | |||||
Cost related to S-one filing | -78,739 | -78,739 | |||||
Net loss | -4,207,574 | -4,207,574 | |||||
Balance at Dec. 31, 2014 | $3,210 | $2,000 | $80,126 | $11,912,516 | ($10,632,271) | $1,365,581 | |
Balance (in Shares) at Dec. 31, 2014 | 3,210,000 | 2,000,000 | 80,125,728 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flow from Operating Activities: | ||
Net loss | ($4,207,574) | ($2,519,263) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 9,945 | 8,440 |
Amortization of software development costs | 78,911 | |
Gain on settlement of accounts payable | -106,229 | -4,735 |
Issuance/vesting of stock warrants for services | 207,545 | 81,882 |
Issuance/vesting of common stock for services | 456,414 | 376,780 |
Stock-based compensation - stock options | 444,955 | 296,100 |
Issuance of preferred stock for officer compensation | 2,000 | |
Change in operating assets and liabilities: | ||
Other assets | -118,924 | -92,058 |
Accounts payable | 2,785 | 23,281 |
Accrued expenses | 63,515 | 26,913 |
Legal settlement payable | -68,750 | -81,250 |
Net Cash Used in Operating Activities | -3,235,407 | -1,883,910 |
Cash Flow from Investing Activities: | ||
Patent and trademark costs | -11,110 | -31,078 |
Purchase of equipment | -75,852 | -10,766 |
Software development in progress | -148,498 | |
Deposits | -19,267 | |
Net Cash Used in Investing Activities | -106,229 | -190,342 |
Cash Flow from Financing Activities: | ||
Proceeds from private placement of common stock and warrants, net of costs | 3,421,000 | 1,944,125 |
Proceeds from private placement of Series A convertible preferred stock | 152,500 | |
Net Cash Provided by Financing Activities | 3,421,000 | 2,096,625 |
Net Increase in Cash | 79,364 | 22,373 |
Cash Balance at Beginning of Period | 172,532 | 150,159 |
Cash Balance at End of Period | 251,896 | 172,532 |
Supplemental Disclosures of cash flow information: | ||
Interest Paid | 2,973 | 1,742 |
Taxes Paid | 2,400 | |
Non-cash investing and financing activities: | ||
Common shares issued for purchase of intangible asset | 2,090 | 59,475 |
Fair value of warrants issued with private placements | 546,733 | 322,317 |
Reclassification of other current assets to paid-in capital | 80,529 | |
Estimated fair value of warrants issued as prepaid expense | 402,940 | 19,501 |
Estimated fair value of common stock issued as prepaid | 65,500 | 104,796 |
Fair value of common stock issued in payment of settlement of accounts payable and retainer fee | 186,736 | |
Fair value of warrants issued for software development | $3,138 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS |
Rowl, Inc. formerly Overnear, Inc. (“the Company”) was incorporated on July 22, 2010 in the State of Nevada as Awesome Living, Inc. On July 31, 2014 and June 20, 2011, the name of the corporation was changed to Rowl, Inc. and OverNear, Inc., respectively. The Company’s headquarters are located in Santa Monica, California. The Company is developing a location-based social networking and mobile advertising platform, which was released for use by the general public in September 2014. The financial statements of Rowl, Inc. (which may be referred to as "Rowl," the "Company," "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
The Company operates in a rapidly changing technological and digital entertainment market and its activities are subject to significant risks and uncertainties, including failing to secure additional funding to further exploit the Company’s current technology. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of revenues and expenses during the reporting period. Actual results could materially differ from these estimates. Significant estimates include, but are not limited to, recoverability of software development costs and long-lived assets, the valuation allowance related to deferred tax assets and the fair value of stock options, warrants and shares issued for non-cash consideration. It is reasonably possible that changes in estimates will occur in the near term. | |||
Fair Value of Financial Instruments: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: | |||
Level 1 | - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
Level 2 | - Include other inputs that are directly or indirectly observable in the marketplace. | ||
Level 3 | - Unobservable inputs which are supported by little or no market activity. | ||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |||
Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014 and 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, other assets, accounts payable, and accrued expenses. Fair values for these items were assumed to approximate carrying values because of their short term in nature or they are payable on demand. | |||
Net Loss Per Share: The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share are computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. There were 45,749,500 and 28,886,500 warrants excluded and 23,078,000 and 17,100,000 stock options that were excluded from the calculation of diluted net loss per share for the years ended December 31, 2014 and 2013, respectively, because they were anti-dilutive. | |||
Risks and Uncertainties: The Company has a limited operating history and has not generated revenue to date. The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions, including recession, downturn or otherwise, and could have a material adverse effect on the Company's financial condition and the results of its operations. | |||
In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. Our company may be unable to compete successfully against these companies. The Company's industry is characterized by rapid changes in technology and market demands. As a result, the Company's products, services, and/or expertise may become obsolete and/or unmarketable. The Company's future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance our current products and services. Further, the Company's products and services must remain competitive with those of other companies with substantially greater resources. | |||
Cash and Cash Equivalents: For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. | |||
Furniture and Equipment: Furniture and equipment are stated at cost. Depreciation is computed on the straight-line method based on the estimated useful lives of the assets, generally 5 to 7 years. Maintenance and repairs are charged to expense as incurred; major renewals and betterments that extend the useful lives of furniture and equipment are capitalized. When furniture and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. | |||
Software Development Costs: Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2014 and 2013, the Company had capitalized software development costs of $710,200, respectively, for the development of a location-based social networking mobile application. During the years ended December 31, 2014 and 2013 the Company incurred research and development costs of $497,653 and $337,241, respectively. | |||
Impairment of Long-Lived assets: The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the years ended December 31, 2014 and 2013. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services will continue, which could result in impairment of long-lived assets in the future. | |||
Patents and Trademark: Patents and trademarks are recorded at cost. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Patents have not yet been awarded. | |||
Revenue Recognition: The Company generally recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. There was no revenue during each of the years ended December 31, 2014 and 2013. | |||
Stock Based Compensation: The Company accounts for stock options issued to employees under ASC 718 “Share-Based Payment”. Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model. | |||
In accordance with the guidance, an asset acquired in exchange for issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company has accounted for certain issuances as other assets in the accompanying balance sheets. | |||
The Company measures compensation expense for its non-employee stock-based compensation under ASC 505 “Equity”. The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital. | |||
Income Taxes: The Company applies ASC 740 “Income Taxes” (“ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. At December 31, 2014 and 2013, the Company has established a full reserve against all deferred tax assets. | |||
ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit. | |||
Concentration of Credit Risk: The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company maintains balances in excess of the federally insured limits. | |||
Equity Instruments Issued with Registration Rights Agreement: The Company accounts for these penalties as contingent liabilities, applying the accounting guidance of ASC 450 “Contingencies”. This accounting is consistent with views established in ASC 825 “Financial Instruments”. Accordingly, the Company recognizes damages when it becomes probable that they will be incurred and amounts are reasonably estimable. | |||
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 December 31, 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. | |||
Reclassifications: Certain items in the prior financial statements have been reclassified to conform to the current year presentation. | |||
Recent Accounting Pronouncements: In May 2014, the FASB issued new accounting guidance regarding revenue recognition under GAAP. This new guidance will supersede nearly all existing revenue recognition guidance, and is effective for public entities for annual and interim periods beginning after December 31, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of this new guidance on the Company's financial statements. | |||
In June 2014, the FASB issued guidance related to financial statement presentation for development stage enterprises. The standard removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the standard eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The standard is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early adoption permitted. As a result, the Company adopted this standard as of June 30, 2014 and eliminated since inception information from our financial statements. | |||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, "Presentation of Financial Statements—Going Concern", which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. Management is still in the process of assessing the impact of ASU 2014-15 on the Company’s financial statements. | |||
The Financial Accounting Standards Board issues Accounting Standard Updates (“ASU”) to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. | |||
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN |
The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In the near term, the Company expects operating costs to continue to exceed funds generated from operations. As a result, the Company expects to continue to incur operating losses, and the operations in the near future are expected to deplete working capital. | |
Management of the Company is actively seeking financing to continue the development of its location-based mobile platform and market its product and service as well as look for synergistic partners that can add value to the Company. The ability of the Company to continue as a going concern is dependent on its ability to obtain financing arrangements and the success of its future operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The report from the Company’s independent registered public accounting firm states that there is substantial doubt about the Company’s ability to continue as a going concern. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties. |
OTHER_CURRENT_ASSETS
OTHER CURRENT ASSETS | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS | ||||||||
Other current assets consisted of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Consulting and professional fees | $ | 209,305 | $ | 124,296 | |||||
Prepaid offering costs | - | 77,676 | |||||||
Employee advances | 51,643 | - | |||||||
Other | - | 4,205 | |||||||
Total other current assets | $ | 260,948 | $ | 206,177 |
FURNITURE_AND_EQUIPMENT_AND_SO
FURNITURE AND EQUIPMENT AND SOFTWARE DEVELOPMENT COSTS | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
FURNITURE AND EQUIPMENT AND SOFTWARE DEVELOPMENT COSTS | NOTE 5 – FURNITURE AND EQUIPMENT AND SOFTWARE DEVELOPMENT COSTS | ||||||||
Furniture and equipment consisted of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Furniture and equipment | $ | 119,097 | $ | 43,245 | |||||
Accumulated depreciation | (30,626 | ) | (20,681 | ) | |||||
Furniture and equipment, net | $ | 88,471 | $ | 22,564 | |||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $9,945 and $8,440 respectively. | |||||||||
The Company released its mobile application on September 4, 2014 which prior to that date was in development. Upon the date of release to customers, the Company had capitalized $710,200 in costs. The software is being amortized over its estimated useful life of 3 years. | |||||||||
Software development costs consisted of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Software development costs | $ | 710,200 | $ | 710,200 | |||||
Accumulated amortization | (78,911 | ) | - | ||||||
Software development costs, net | $ | 631,289 | $ | 710,200 | |||||
Amortization expense for the years ended December 31, 2014 and 2013 was $78,911 and $0 respectively. | |||||||||
ACCRUED_EXPENSES
ACCRUED EXPENSES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
ACCRUED EXPENSES | NOTE 6 – ACCRUED EXPENSES | ||||||||
Accrued expenses consisted of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued salaries and related expenses | $ | 110,093 | $ | 25,710 | |||||
Accrued professional fees | - | 33,875 | |||||||
Sublease deposit | 13,553 | - | |||||||
Registration rights penalty | 47,000 | 47,000 | |||||||
Other | 12,987 | - | |||||||
Total Accrued Expenses | $ | 183,633 | $ | 106,585 |
SETTLEMENT_PAYABLE
SETTLEMENT PAYABLE | 12 Months Ended |
Dec. 31, 2014 | |
Legal Settlement Payable [Abstract] | |
SETTLEMENT PAYABLE | NOTE 7 – SETTLEMENT PAYABLE |
In November 2011, the Company settled a legal dispute for the total amount of $275,000, of which $50,000 was paid on December 15, 2011 with the remainder payable in monthly installments of $6,250 through December 7, 2014. At December 31, 2014 and 2013, the settlement payable amounted to $0 and $68,750, respectively. |
PROVISION_FOR_INCOME_TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
PROVISION FOR INCOME TAXES | NOTE 8 – PROVISION FOR INCOME TAXES | ||||||||
Income taxes (benefit) consisted of the following: | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Current: | |||||||||
Federal | $ | - | $ | - | |||||
State | 800 | 800 | |||||||
Deferred: | |||||||||
Federal | (3,210,000 | ) | (706,000 | ) | |||||
State | (551,000 | ) | (201,000 | ) | |||||
(3,761,000 | ) | (907,000 | ) | ||||||
Valuation allowance | 3,761,000 | 907,000 | |||||||
$ | 800 | $ | 800 | ||||||
Income taxes are disproportionate to income due to net operating loss carryforwards, which are fully reserved. As of the balance sheet date, the Company has federal and state net operating loss carryforwards of approximately $8.8 million each, which will begin to expire in 2031 and 2033, respectively. The tax benefit of such net operating losses is recorded as an asset to the extent management assesses the utilization of such net operating losses to be more likely than not. Based upon the Company’s short term historical operating performance, the Company has established a valuation allowance for any income tax benefit recorded for its net operating loss carryforwards. | |||||||||
The following is a summary of the significant components of the Company’s net deferred income tax assets and liabilities as of December 31, 2014 and 2013: | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Current deferred income tax assets: | |||||||||
Other | $ | 69,000 | $ | 3,000 | |||||
Non-current deferred income tax assets and liabilities: | |||||||||
Net operating loss carryforwards | 3,515,000 | 2,370,000 | |||||||
Stock based compensation | 177,000 | 54,000 | |||||||
Other | - | 9,000 | |||||||
Accumulated depreciation of furniture and equipment | - | (286,000 | ) | ||||||
Less valuation allowance | (3,761,000 | ) | (2,150,000 | ) | |||||
Net non-current deferred tax assets | $ | - | $ | - | |||||
The Company has applied the provision of FASB ASC 740, “Income Tax” which clarifies the accounting for uncertainty in tax positions. FASB ASC 740 requires the recognition of the impact of a tax position in the financial statements if that position is more likely than not of being sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position. At December 31, 2014 and 2013, the Company had no unrecognized tax benefits. | |||||||||
The Company recognizes interest and penalties related to income tax matters in interest expense and operating expenses, respectively. As of December 31, 2014 and 2013, the Company has no accrued interest and penalties related to uncertain tax positions. | |||||||||
The Company is subject to tax in the United States (“U.S.”) and files tax returns in the U.S. Federal jurisdiction and California state jurisdiction. The Company is no longer subject to U.S. Federal, state and local income tax examinations by tax authorities for years before 2011. The Company currently is not under examination by any tax authority. | |||||||||
The reconciliation between the statutory income tax rate and the effective tax rate is as follows: | |||||||||
Statutory federal income tax rate | (34.0 | )% | |||||||
States taxes | 0.01 | ||||||||
Stock based compensation | 5.37 | ||||||||
Other | 0.23 | ||||||||
Valuation reserve for income taxes | 28.41 | ||||||||
0.02 | % |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY | ||||||||||||||||
Common Stock | |||||||||||||||||
The Company is authorized to issue 500,000,000 shares of its $0.001 par value common stock. | |||||||||||||||||
During the year ended December 31, 2014 and 2013, the Company issued 1,272,005 and 1,933,886 shares of the Company’s common stock for consulting services, with a value of $314,005 and $407,143, respectively, based on the fair market value of the Company’s common stock on the date of grant. | |||||||||||||||||
During the year ended December 31, 2014 and 2013, the Company issued 226,996 and 638,463 shares of the Company’s common stock for software development services, with a value of $47,444 and $133,908, respectively, based on the fair market value of the Company’s common stock on the date of grant | |||||||||||||||||
During the year ended December 31, 2014 and 2013, the Company issued 0 and 898,200 shares of the Company’s common stock with a value of $0 and $186,736, respectively, for the settlement of accounts payable. In connection with the issuance of stock in 2013, a gain on settlement was recorded in the statement of operations for $4,735. | |||||||||||||||||
Preferred Stock | |||||||||||||||||
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. | |||||||||||||||||
The first series consists of 3,210,000 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 years ended December 31 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. | |||||||||||||||||
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. | |||||||||||||||||
On March 26, 2014 the Company designated 2,000,000 shares of preferred stock as Series B Preferred Stock (“Series B Preferred Stock”). Each share of Series B Preferred Stock is entitled to the equivalent of one hundred (100) votes of Common Stock. The holders of Series B Preferred Stock are not entitled to dividends and do not receive liquidation preferences or conversion privileges. | |||||||||||||||||
On March 26, 2014, the Company issued to its officers 2,000,000 shares of preferred stock designated as series B Preferred Stock. 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. | |||||||||||||||||
During the year ended December 31, 2012, the Company issued 26.75 units of Series A Preferred Stock at $30,000 per unit. Each unit consists of (1) 120,000 shares of Series A Preferred Stock, and (2) warrants to purchase 120,000 shares of Company’s common stock at an exercise price of $0.50 with immediate vesting and 5 years to exercise. Total consideration from issuance of units amounted to $802,500, of which $152,500 was received in January 2013. The Company issued warrants to purchase 3,210,000 shares of the Company’s common stock in conjunction with the sale of units and the fair value of the warrants was determined to be $135,141. | |||||||||||||||||
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 has already 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 December 31, 2014 and 2013, the Company accrued $47,000 of estimated liquidated damages that it owes to the holders of the outstanding Series A Preferred Stock. | |||||||||||||||||
Private Placements | |||||||||||||||||
In 2014, the Company raised $3,396,000 under a private placement which consisted of a unit made up of one (1) share of common stock and one (1) warrant with a term of five years and an exercise price of $0.50. Each unit was sold for $0.25. Accordingly, the Company issued 13,584,000 shares of common stock and a like amount of warrants. The warrants were valued at $546,733 using the Black-Scholes pricing model using the following range of inputs: | |||||||||||||||||
Risk-free interest rate | 0.49 0.73 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Expected lives | 2.5 years | ||||||||||||||||
Expected volatility | 70 | % | |||||||||||||||
In the third quarter of 2014, the Company opened a new private placement for the sale of common stock at $0.40 per share. The Company sold 62,500 shares of the Company’s common stock for $25,000. | |||||||||||||||||
During the year ended December 31, 2013, the Company raised $1,944,125 in a private placement for the issuance of units consisting of shares of common stock and warrants to purchase common stock. Each unit was sold for $0.25. Accordingly, the Company issued 7,776,500 shares of common stock and a like amount of warrants that vested immediately, had a term of five years, and an exercise price of $0.50. The warrants were valued at $322,317 using the Black-Scholes option pricing model. | |||||||||||||||||
Stock Options | |||||||||||||||||
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. 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. | |||||||||||||||||
During 2014, the Company granted 5,978,000 options to various employees. Each option had a life of five years, had exercise prices ranging from $0.10 to $0.40 and had vesting dates ranging from 2 to 3 years. The Company valued the options using the Black-Scholes pricing model on the date of grant using the following range of inputs. | |||||||||||||||||
For the year | |||||||||||||||||
ended | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Risk-free interest rate | 0.11 – 0.14 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Expected lives | 3.5- 4.0 years | ||||||||||||||||
Expected volatility | 70-100 | % | |||||||||||||||
The total value of the options was issued during 2014 was $609,577 which will be recognized over the next three years as they vest. | |||||||||||||||||
The Company did not grant any stock options during the year ended December 31, 2013. | |||||||||||||||||
The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the Company's employee stock options. | |||||||||||||||||
The expected term of employee stock options is calculated using the simplified method which takes into consideration the contractual and vesting terms of the options. | |||||||||||||||||
The Company determined the expected volatility assumption for options granted using the historical volatility of comparable public company's common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future stock option grants, until such time that the Company’s common stock has enough market history to use historical volatility. | |||||||||||||||||
The dividend yield assumption for options granted is based on the Company's history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future | |||||||||||||||||
A summary of the Company’s stock options activity and related information is as follows: | |||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | ||||||||||||||||
Remaining | |||||||||||||||||
Contractual | |||||||||||||||||
Options | Price | Term | Exercisable | ||||||||||||||
Outstanding at December 31, 2012 | 17,100,000 | $ | 0.034 | 7.33 | 7,800,000 | ||||||||||||
Granted | - | - | - | ||||||||||||||
Exercised | - | - | - | - | |||||||||||||
Expired/Cancelled | - | - | - | - | |||||||||||||
Outstanding at December 31, 2013 | 17,100,000 | $ | 0.034 | 6.33 | 11,400,000 | ||||||||||||
Granted | 5,978,000 | 0.18 | 5 | ||||||||||||||
Exercised | - | - | - | - | |||||||||||||
Expired/Cancelled | (2,500,000 | ) | 0.1 | 4.65 | |||||||||||||
Outstanding at December 31, 2014 | 20,578,000 | $ | 0.05 | 4.96 | 16,037,000 | ||||||||||||
As of December 31, 2014, there was $439,379 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 the next 2.75 years as follows: 2015 - $345,592, 2016 - $74,542, 2017 - $19,245 | |||||||||||||||||
Subsequent to December 31, 2014, 450,000 options were forfeited, reducing future unrecognized compensation cost by approximately $61,000. | |||||||||||||||||
The following table sets forth additional information about stock options outstanding at December 31, 2014: | |||||||||||||||||
Weighted | |||||||||||||||||
Average | Weighted | ||||||||||||||||
Range of | Remaining | Average | |||||||||||||||
Exercise | Options | Contractual | Exercise | Options | |||||||||||||
Prices | Outstanding | Life | Price | Exercisable | |||||||||||||
$ 0.025 - 0.40 | 20,578,000 | 5.13 | $ | 0.04 | 16,037,000 | ||||||||||||
The estimated aggregate pretax intrinsic value (the difference between the Company’s estimated stock price on the last day of the period ended December 31, 2014 and the exercise price, multiplied by the number of in-the-money options) is approximately $7,192,500. This amount changes based on the fair market value of the Company’s common stock. | |||||||||||||||||
During the years ended December 31, 2014 and 2013, stock based compensation from stock option included in selling general and administrative was $444,955 and $296,100, respectively. There was no stock option expense included in research and development costs. | |||||||||||||||||
Warrants | |||||||||||||||||
During the year ended December 31, 2013, the Company issued stock purchase warrants to investors in private placements for the right to purchase 7,776,500 shares of the Company’s common stock at $0.50 per share. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $322,317 using the Black-Scholes option pricing model. See above for related private placement information and valuation of warrants issued in connection therewith. | |||||||||||||||||
On March 11, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 350,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests as follows: (a) 50,000 shares on July 31, 2013, (b) 50,000 shares on October 31, 2013, and (c) 25,000 shares at the end of every three months starting on January 31, 2014. During the fourth quarter of 2014, the agreement was terminated and 175,000 warrants were forfeited. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model. | |||||||||||||||||
On April 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 800,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests as follows: (a) 100,000 shares on July 31, 2013, (b) 100,000 shares on October 31, 2013, and (c) 60,000 shares at the end of every three months starting on January 31, 2014. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. Subsequent to year end, the agreement was terminated and 300,000 unvested warrants were forfeited. | |||||||||||||||||
On April 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 125,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests 12,500 shares at the end of every three months with the first tranche vesting on January 31, 2014. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. Subsequent to year end, the agreement was terminated and 62,500 unvested warrants were forfeted. | |||||||||||||||||
On July 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 60,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests as follows: (a) 10,000 shares on December 31, 2013, and (b) 5,000 shares at the end of every three months starting on April 1, 2014. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. Subsequent to year end, the agreement was terminated and 35,000 unvested warrants were forfeited. | |||||||||||||||||
On August 28, 2013, the Company entered into a Consulting Agreement pursuant to which a warrant to purchase 300,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vested immediately. The warrants were valued at $23,400 using the Black-Scholes option pricing model. | |||||||||||||||||
On August 13, 2013, the Company entered into a Consulting Agreement pursuant to which a warrant to purchase 25,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests 6,250 shares at the end of every three months starting December 1, 2013. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. | |||||||||||||||||
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 has a five (5) year term and vests over three (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 warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. The agreement was terminated in the third quarter of 2014 and accordingly, 105,000 unvested warrants were forfeited. | |||||||||||||||||
On July 22, 2014, the Company entered into a consulting agreement pursuant to which it granted warrants to purchase 2,664,000 shares of the Company’s common stock at an exercise price of $0.25. The warrants vested immediately and have a term of 10 years. The fair value of the warrants using the Black-Scholes model was determined to be $402,940 using the below range of inputs. The value of the agreement will be amortized to expense over the three-year term of the agreement. As of December 31, 2014 $59,322 was amortized to selling, general and administrative expense and $134,313 and $209,305 remained unamortized in other current assets and other assets, respectively in the accompanying balance sheets based on the short and long-term portion of the remaining amount. | |||||||||||||||||
. | |||||||||||||||||
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 has a term of 10 years and vests over 2 years, beginning in October 2014, as follows: (a) 250,000 upon execution of the agreement (b) remaining at the rate of 125,000 shares at the end of every four months, thereafter. The warrants are valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. | |||||||||||||||||
The assumptions used in the Black-Scholes option pricing model for warrants issued are as follows: | |||||||||||||||||
For the year | For the year | ||||||||||||||||
ended | ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 0.46 - 1.89 | % | 0.29 - 0.84 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Expected lives | 1.75 – 6.0years | 2.5 - 3.5 years | |||||||||||||||
Expected volatility | 70-100 | % | 70 | % | |||||||||||||
A summary of the Company’s warrant activity and related information is as follows: | |||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Warrants | Price | ||||||||||||||||
Outstanding at December 31, 2012 | 19,605,000 | $ | 0.36 | ||||||||||||||
Granted | 9,436,500 | 0.46 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired/Cancelled | (175,000 | ) | 0.25 | ||||||||||||||
Outstanding at December 31, 2013 | 28,866,500 | $ | 0.39 | ||||||||||||||
Granted | 17,373,000 | 0.45 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired/Cancelled | (490,000 | ) | 0.25 | ||||||||||||||
Outstanding at December 31, 2014 | 45,749,500 | $ | 0.41 | ||||||||||||||
As of December 31, 2014 and 2013, 44,564,500 and 27,822,750 warrants were vested. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES | ||||||||||||
Employment Agreement | |||||||||||||
On August 3, 2010, the Company entered into a 5-year (“Term”) agreement with Bill Glaser for his services as Chief Executive Officer. The agreement was amended on March 15, 2011 to change his title from Chief Executive Officer to President and extended the term to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Glaser is compensated with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. Glaser’s annual salary is to increase to $250,000 in the event that either (i) Rowl raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) Rowl raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $10,000,000 in cumulative gross revenues. In January 2014, the salary increased to $250,000 as the Company raised an aggregate of $5 million in equity financings. His agreement also provides for options to purchase 5,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 2,500,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following schedule: 500,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant. | |||||||||||||
In the event of a change of control of Rowl prior to the one (1) month anniversary of Mr. Glaser’s termination, Mr. Glaser will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. All unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to Rowl on a per share basis less the exercise price of the stock option, the value of which is multiplied to the number of options held by Mr. Glaser. In the event of Mr. Glaser’s termination without cause by Rowl, Mr. Glaser will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year’s salary, and all stock options held by Mr. Glaser under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date. | |||||||||||||
On September 13, 2010, the Company entered into a 5-year (“Term”) agreement with Fred E. Tannous for his services as Chief Financial Officer. The agreement was amended on March 15, 2011 to add the additional title of Chief Executive Officer and extended the term to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Tannous is compensated with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. Tannous’ annual salary is to increase to $250,000 in the event that either (i) Rowl raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) Rowl raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $10,000,000 in cumulative gross revenues. In January 2014, the salary increased to $250,000 as the company raised an aggregate of $5 million in equity financings. | |||||||||||||
Mr. Tannous was issued shares of Rowl’s common stock valued at $50,000, as a signing bonus. His agreement also provides for options to purchase 10,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 5,000,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following schedule: 1,000,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant. For accepting the CEO position, Mr. Tannous received 4,000,000 restricted shares of common stock in March 2011, the fair value of the shares was determined to be $100,000. | |||||||||||||
In the event of a change of control of Rowl prior to the one (1) month anniversary of Mr. Tannous’ termination, Mr. Tannous will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. All unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to Rowl on a per share basis less the exercise price of the stock option, the value of which is multiplied to the number of options held by Mr. Tannous. | |||||||||||||
In the event of Mr. Tannous’ termination without cause by Rowl, Mr. Tannous will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year’s salary, and all stock options held by Mr. Tannous under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date. | |||||||||||||
The following table summarizes the Company's minimum obligations in the event of no early termination under employment agreements as of December 31: | |||||||||||||
2015 | $ | 500,000 | |||||||||||
2016 | 104,000 | ||||||||||||
$ | 604,000 | ||||||||||||
Lease Commitment | |||||||||||||
The Company leased two facilities in Santa Monica, California in 2014. The first facility is for two years, with monthly payments ranging from $4,386 to $4,517 which expires in May 2015. The Company has subleased this facility to a third party with lease payments equaling those that are owed by the Company. The second lease is a three (3) year three (3) month lease expiring in November 2017 and includes payments ranging from $10,345 to $11,305. The Company is required to pay additional amount for operating expenses under both these leases. | |||||||||||||
The following table summarizes the Company's future minimum commitment under lease agreement as of December 31, 2014, exclusive of sublease payments: | |||||||||||||
For the year ended December 31, | Minimum | Sublease | Net | ||||||||||
Commitment | Income | Minimum | |||||||||||
Commitment | |||||||||||||
2015 | $ | 143,000 | $ | (18,000 | ) | $ | 125,000 | ||||||
2016 | 129,000 | - | 129,000 | ||||||||||
2017 | 122,000 | - | 122,000 | ||||||||||
Total | $ | 394,000 | $ | (18,000 | ) | $ | 376,000 | ||||||
Subsequent to year end, the Company entered into two new short-term leases and sub-leased its second facility in Santa Monica. See Note 12 for additional information. The effects of such are not included in the table above as they were signed subsequent to year end. | |||||||||||||
VENDOR_SETTLEMENTS_AND_GAIN_ON
VENDOR SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT | 12 Months Ended |
Dec. 31, 2014 | |
Vendor Settlements And Gain On Forgiveness Of Debt [Abstract] | |
VENDOR SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT | NOTE 11 – VENDOR SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT |
The Company has entered into arrangements with various professional service providers for amounts less than the liability recorded in accounts payable and/or contested invoices where the Company believed they were erroneously or incorrectly billed and a favorable outcome is probable. As a result of these transactions, the Company recorded gain on settlement and forgiveness of debt of $106,229 and $4,735 for the years ended December 31, 2014 and 2013, respectively. | |
We are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company, threatened against or affecting our Company, our common stock, or of our Company’s officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse effect. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||
Dec. 31, 2014 | |||
Subsequent Events [Abstract] | |||
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS | ||
On January 8, 2015, the Company issued 200,000 shares of the Company's common stock to an individual for consulting services. The Company will value the stock based on the fair market value on the date of issuance. | |||
On March 1, 2015, the Company entered into a lease agreement for office space in Palos Verdes Estates, CA. The lease agreement is for one (1) year at $500 per month. | |||
On March 2, 2015, the Company entered into a sublease agreement with a third party for its space at 501 Santa Monica Blvd # 601, Santa Monica, CA. The sublease agreement required a $25,000 deposit with the new tenant assuming all amounts due under the original lease until the termination of such lease. In connection therewith, the Company sold certain of its furniture and fixtures to the third party with a net book value of approximately $44,000 for $25,000. The Company expects to recognized a loss on the sale of these assets in the first quarter of 2015. | |||
On March 13, 2015, the Company entered into a lease agreement for office space at 9595 Wilshire Blvd, Suite 900 Beverly Hills, CA 90212. The lease agreement is for one (1) year at $1,817 per month. | |||
On March 2015, the Company entered into a convertible debt agreements totaling $250,000 with various individuals. The convertible debt incurs interest at a rate of 8% per annum, is due one year from the date of issuance, and is convertible into shares of the Company’s common stock at $0.25 per share. | |||
During the first quarter of 2015 through April 14, 2015, the Company executed the following common stock transactions: | |||
● | The sale of 112,500 shares of the Company’s common stock under a private placement at $0.40 per share for total proceeds of $45,000 to two investors. | ||
In April 3, 2015, the company canceled advances of approximately $60,000 to one of its employees. Accordingly, the Company will record a loss of an equal amount in the second quarter of 2015. | |||
On April 8, 2015 the Company invited Michael Portera and C. Edward Carter to join the Company's board of directors. Michael Portera is currently the Company's Director of Business Development. C. Edward Carter has, from time-to-time provided consulting and advisory services to the Company with respect to certain activities and specific projects. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of revenues and expenses during the reporting period. Actual results could materially differ from these estimates. Significant estimates include, but are not limited to, recoverability of software development costs and long-lived assets, the valuation allowance related to deferred tax assets and the fair value of stock options, warrants and shares issued for non-cash consideration. It is reasonably possible that changes in estimates will occur in the near term. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: | ||
Level 1 | - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
Level 2 | - Include other inputs that are directly or indirectly observable in the marketplace. | ||
Level 3 | - Unobservable inputs which are supported by little or no market activity. | ||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |||
Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014 and 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, other assets, accounts payable, and accrued expenses. Fair values for these items were assumed to approximate carrying values because of their short term in nature or they are payable on demand. | |||
Net Loss Per Share | Net Loss Per Share: The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share are computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. There were 45,749,500 and 28,886,500 warrants excluded and 23,078,000 and 17,100,000 stock options that were excluded from the calculation of diluted net loss per share for the years ended December 31, 2014 and 2013, respectively, because they were anti-dilutive. | ||
Risks and Uncertainties | Risks and Uncertainties: The Company has a limited operating history and has not generated revenue to date. The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions, including recession, downturn or otherwise, and could have a material adverse effect on the Company's financial condition and the results of its operations. | ||
In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. Our company may be unable to compete successfully against these companies. The Company's industry is characterized by rapid changes in technology and market demands. As a result, the Company's products, services, and/or expertise may become obsolete and/or unmarketable. The Company's future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance our current products and services. Further, the Company's products and services must remain competitive with those of other companies with substantially greater resources. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents: For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. | ||
Furniture and Equipment | Furniture and Equipment: Furniture and equipment are stated at cost. Depreciation is computed on the straight-line method based on the estimated useful lives of the assets, generally 5 to 7 years. Maintenance and repairs are charged to expense as incurred; major renewals and betterments that extend the useful lives of furniture and equipment are capitalized. When furniture and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. | ||
Software Development Costs | Software Development Costs: Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2014 and 2013, the Company had capitalized software development costs of $710,200, respectively, for the development of a location-based social networking mobile application. During the years ended December 31, 2014 and 2013 the Company incurred research and development costs of $497,653 and $337,241, respectively. | ||
Impairment of Long-Lived assets | Impairment of Long-Lived assets: The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the years ended December 31, 2014 and 2013. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services will continue, which could result in impairment of long-lived assets in the future. | ||
Patents and Trademark | Patents and Trademark: Patents and trademarks are recorded at cost. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Patents have not yet been awarded. | ||
Revenue Recognition | Revenue Recognition: The Company generally recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. There was no revenue during each of the years ended December 31, 2014 and 2013. | ||
Stock Based Compensation | Stock Based Compensation: The Company accounts for stock options issued to employees under ASC 718 “Share-Based Payment”. Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model. | ||
In accordance with the guidance, an asset acquired in exchange for issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company has accounted for certain issuances as other assets in the accompanying balance sheets. | |||
The Company measures compensation expense for its non-employee stock-based compensation under ASC 505 “Equity”. The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital. | |||
Income Taxes | Income Taxes: The Company applies ASC 740 “Income Taxes” (“ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. At December 31, 2014 and 2013, the Company has established a full reserve against all deferred tax assets. | ||
ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit. | |||
Concentration of Credit Risk | Concentration of Credit Risk: The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company maintains balances in excess of the federally insured limits. | ||
Equity Instruments Issued with Registration Rights Agreement | Equity Instruments Issued with Registration Rights Agreement: The Company accounts for these penalties as contingent liabilities, applying the accounting guidance of ASC 450 “Contingencies”. This accounting is consistent with views established in ASC 825 “Financial Instruments”. Accordingly, the Company recognizes damages when it becomes probable that they will be incurred and amounts are reasonably estimable. | ||
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 December 31, 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. | |||
Reclassifications | Reclassifications: Certain items in the prior financial statements have been reclassified to conform to the current year presentation. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In May 2014, the FASB issued new accounting guidance regarding revenue recognition under GAAP. This new guidance will supersede nearly all existing revenue recognition guidance, and is effective for public entities for annual and interim periods beginning after December 31, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of this new guidance on the Company's financial statements. | ||
In June 2014, the FASB issued guidance related to financial statement presentation for development stage enterprises. The standard removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the standard eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The standard is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early adoption permitted. As a result, the Company adopted this standard as of June 30, 2014 and eliminated since inception information from our financial statements. | |||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, "Presentation of Financial Statements—Going Concern", which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. Management is still in the process of assessing the impact of ASU 2014-15 on the Company’s financial statements. | |||
The Financial Accounting Standards Board issues Accounting Standard Updates (“ASU”) to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. |
OTHER_CURRENT_ASSETS_Tables
OTHER CURRENT ASSETS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||
Summary of Other current assets | Other current assets consisted of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Consulting and professional fees | $ | 209,305 | $ | 124,296 | |||||
Prepaid offering costs | - | 77,676 | |||||||
Employee advances | 51,643 | - | |||||||
Other | - | 4,205 | |||||||
Total other current assets | $ | 260,948 | $ | 206,177 |
FURNITURE_AND_EQUIPMENT_AND_SO1
FURNITURE AND EQUIPMENT AND SOFTWARE DEVELOPMENT COSTS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Summary of property plant and equipment | Furniture and equipment consisted of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Furniture and equipment | $ | 119,097 | $ | 43,245 | |||||
Accumulated depreciation | (30,626 | ) | (20,681 | ) | |||||
Furniture and equipment, net | $ | 88,471 | $ | 22,564 | |||||
Summary of Software development | Software development costs consisted of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Software development costs | $ | 710,200 | $ | 710,200 | |||||
Accumulated amortization | (78,911 | ) | - | ||||||
Software development costs, net | $ | 631,289 | $ | 710,200 |
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accrued expenses | Accrued expenses consisted of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued salaries and related expenses | $ | 110,093 | $ | 25,710 | |||||
Accrued professional fees | - | 33,875 | |||||||
Sublease deposit | 13,553 | - | |||||||
Registration rights penalty | 47,000 | 47,000 | |||||||
Other | 12,987 | - | |||||||
Total Accrued Expenses | $ | 183,633 | $ | 106,585 |
PROVISION_FOR_INCOME_TAXES_Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Summary of Income taxes (benefit) | Income taxes (benefit) consisted of the following: | ||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Current: | |||||||||
Federal | $ | - | $ | - | |||||
State | 800 | 800 | |||||||
Deferred: | |||||||||
Federal | (3,210,000 | ) | (706,000 | ) | |||||
State | (551,000 | ) | (201,000 | ) | |||||
(3,761,000 | ) | (907,000 | ) | ||||||
Valuation allowance | 3,761,000 | 907,000 | |||||||
$ | 800 | $ | 800 | ||||||
Summary of the significant components of the Company's net deferred income tax assets and liabilities | The following is a summary of the significant components of the Company’s net deferred income tax assets and liabilities as of December 31, 2014 and 2013: | ||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | ||||||||
Current deferred income tax assets: | |||||||||
Other | $ | 69,000 | $ | 3,000 | |||||
Non-current deferred income tax assets and liabilities: | |||||||||
Net operating loss carryforwards | 3,515,000 | 2,370,000 | |||||||
Stock based compensation | 177,000 | 54,000 | |||||||
Other | - | 9,000 | |||||||
Accumulated depreciation of furniture and equipment | - | (286,000 | ) | ||||||
Less valuation allowance | (3,761,000 | ) | (2,150,000 | ) | |||||
Net non-current deferred tax assets | $ | - | $ | - | |||||
Summary of reconciliation between the statutory income tax rate and the effective tax rate | The reconciliation between the statutory income tax rate and the effective tax rate is as follows: | ||||||||
Statutory federal income tax rate | (34.0 | )% | |||||||
States taxes | 0.01 | ||||||||
Stock based compensation | 5.37 | ||||||||
Other | 0.23 | ||||||||
Valuation reserve for income taxes | 28.41 | ||||||||
0.02 | % |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Private Placement [Member] | |||||||||||||||||
Summary of range of inputs used in Black-Scholes pricing model | The warrants were valued at $546,733 using the Black-Scholes pricing model using the following range of inputs: | ||||||||||||||||
Risk-free interest rate | 0.49 0.73 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Expected lives | 2.5 years | ||||||||||||||||
Expected volatility | 70 | % | |||||||||||||||
Stock Options [Member] | |||||||||||||||||
Summary of range of inputs used in Black-Scholes pricing model | The Company valued the options using the Black-Scholes pricing model on the date of grant using the following range of inputs. | ||||||||||||||||
For the year | |||||||||||||||||
ended | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Risk-free interest rate | 0.11 – 0.14 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Expected lives | 3.5- 4.0 years | ||||||||||||||||
Expected volatility | 70-100 | % | |||||||||||||||
Summary of the Company's stock options activity | A summary of the Company’s stock options activity and related information is as follows: | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | ||||||||||||||||
Remaining | |||||||||||||||||
Contractual | |||||||||||||||||
Options | Price | Term | Exercisable | ||||||||||||||
Outstanding at December 31, 2012 | 17,100,000 | $ | 0.034 | 7.33 | 7,800,000 | ||||||||||||
Granted | - | - | - | ||||||||||||||
Exercised | - | - | - | - | |||||||||||||
Expired/Cancelled | - | - | - | - | |||||||||||||
Outstanding at December 31, 2013 | 17,100,000 | $ | 0.034 | 6.33 | 11,400,000 | ||||||||||||
Granted | 5,978,000 | 0.18 | 5 | ||||||||||||||
Exercised | - | - | - | - | |||||||||||||
Expired/Cancelled | (2,500,000 | ) | 0.1 | 4.65 | |||||||||||||
Outstanding at December 31, 2014 | 20,578,000 | $ | 0.05 | 4.96 | 16,037,000 | ||||||||||||
Summary of additional information about stock options outstanding | The following table sets forth additional information about stock options outstanding at December 31, 2014: | ||||||||||||||||
Weighted | |||||||||||||||||
Average | Weighted | ||||||||||||||||
Range of | Remaining | Average | |||||||||||||||
Exercise | Options | Contractual | Exercise | Options | |||||||||||||
Prices | Outstanding | Life | Price | Exercisable | |||||||||||||
$ 0.025 - 0.40 | 20,578,000 | 5.13 | $ | 0.04 | 16,037,000 | ||||||||||||
Warrant [Member] | |||||||||||||||||
Summary of range of inputs used in Black-Scholes pricing model | The assumptions used in the Black-Scholes option pricing model for warrants issued are as follows: | ||||||||||||||||
For the year | For the year | ||||||||||||||||
ended | ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 0.46 - 1.89 | % | 0.29 - 0.84 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Expected lives | 1.75 – 6.0years | 2.5 - 3.5 years | |||||||||||||||
Expected volatility | 70-100 | % | 70 | % | |||||||||||||
Summary of the Company's stock options activity | A summary of the Company’s warrant activity and related information is as follows: | ||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Warrants | Price | ||||||||||||||||
Outstanding at December 31, 2012 | 19,605,000 | $ | 0.36 | ||||||||||||||
Granted | 9,436,500 | 0.46 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired/Cancelled | (175,000 | ) | 0.25 | ||||||||||||||
Outstanding at December 31, 2013 | 28,866,500 | $ | 0.39 | ||||||||||||||
Granted | 17,373,000 | 0.45 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Expired/Cancelled | (490,000 | ) | 0.25 | ||||||||||||||
Outstanding at December 31, 2014 | 45,749,500 | $ | 0.41 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Summary of the Company's minimum obligations under employment agreements [Table Text Block] | The following table summarizes the Company's minimum obligations in the event of no early termination under employment agreements as of December 31: | ||||||||||||
2015 | $ | 500,000 | |||||||||||
2016 | 104,000 | ||||||||||||
$ | 604,000 | ||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following table summarizes the Company's future minimum commitment under lease agreement as of December 31, 2014, exclusive of sublease payments: | ||||||||||||
For the year ended December 31, | Minimum | Sublease | Net | ||||||||||
Commitment | Income | Minimum | |||||||||||
Commitment | |||||||||||||
2015 | $ | 143,000 | $ | (18,000 | ) | $ | 125,000 | ||||||
2016 | 129,000 | - | 129,000 | ||||||||||
2017 | 122,000 | - | 122,000 | ||||||||||
Total | $ | 394,000 | $ | (18,000 | ) | $ | 376,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies Textual [Line Items] | ||
Capitalized Computer Software, Net | $631,289 | $710,200 |
Research and Development Expense | 491,555 | 337,241 |
Number of warrants excluded from the calculation of diluted net loss per share | 45,749,500 | 28,886,500 |
Number of stock options excluded from the calculation of diluted net loss per share | 23,078,000 | 17,100,000 |
Maximum balance insured under Federal Deposit Insurance Corporation | 250,000 | |
Number of shares for sale | 802,500 | |
Estimated liquidated damages | 47,000 | |
Impairment losses | $0 | $0 |
Maximum [Member] | ||
Summary Of Significant Accounting Policies Textual [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Minimum [Member] | ||
Summary Of Significant Accounting Policies Textual [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Series A Preferred Stock | ||
Summary Of Significant Accounting Policies Textual [Line Items] | ||
Number of shares for sale | 3,210,000 | |
Common Stock | ||
Summary Of Significant Accounting Policies Textual [Line Items] | ||
Number of shares for sale | 3,210,000 |
OTHER_CURRENT_ASSETS_Details
OTHER CURRENT ASSETS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Consulting and professional fees | $209,305 | $124,296 |
Prepaid offering costs | 0 | 77,676 |
Employee advances | 51,643 | 0 |
Other | 0 | 4,205 |
Total other current assets | $260,948 | $206,177 |
FURNITURE_AND_EQUIPMENT_AND_SO2
FURNITURE AND EQUIPMENT AND SOFTWARE DEVELOPMENT COSTS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Abstract] | ||
Furniture and equipment | $119,097 | $43,245 |
Accumulated depreciation | -30,626 | -20,681 |
Furniture and equipment, net | 88,471 | 22,564 |
Software development costs | 710,200 | 710,200 |
Accumulated amortization | -78,911 | |
Software development costs, net | $631,289 | $710,200 |
FURNITURE_AND_EQUIPMENT_AND_SO3
FURNITURE AND EQUIPMENT AND SOFTWARE DEVELOPMENT COSTS (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Capitalized costs | $710,200 | |
Estimated useful life of software | 3 years | |
Furniture and Equipment [Member] | ||
Depreciation expense | 9,945 | 8,440 |
Software development costs [Member] | ||
Amortization expense | $78,911 | $0 |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Accrued salaries and related expenses | $110,093 | $25,710 |
Accrued professional fees | 33,875 | |
Sublease deposit | 13,553 | 0 |
Registration rights penalty | 47,000 | 47,000 |
Other | 12,987 | |
Total Accrued Liabilities | $183,633 | $106,585 |
SETTLEMENT_PAYABLE_Details_Tex
SETTLEMENT PAYABLE (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 15, 2011 | Nov. 30, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | |
Legal Settlement Payable [Abstract] | ||||
Litigation Settlement, Amount | $275,000 | |||
Payments for Legal Settlements | 50,000 | |||
Periodic payment of remainder amount under legal settlements through December 7, 2014 | 6,250 | |||
Legal Settlement Liabilities Current And Noncurrent | $0 | $68,750 |
PROVISION_FOR_INCOME_TAXES_Det
PROVISION FOR INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | ||
Federal | ||
State | 800 | 800 |
Deferred: | ||
Federal | -3,210,000 | -706,000 |
State | -551,000 | -201,000 |
Deferred income tax expense (benefit), gross | -3,761,000 | -907,000 |
Valuation allowance | 3,761,000 | 907,000 |
Provision for Income Taxes | $800 | $800 |
PROVISION_FOR_INCOME_TAXES_Det1
PROVISION FOR INCOME TAXES (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current deferred income tax assets: | ||
Other | $69,000 | $3,000 |
Non-current deferred income tax assets and liabilities: | ||
Net operating loss carryforwards | 3,515,000 | 2,370,000 |
Stock based compensation | 177,000 | 54,000 |
Other | 9,000 | |
Accumulated depreciation of furniture and equipment | -286,000 | |
Less valuation allowance | -3,761,000 | -2,150,000 |
Net non-current deferred tax assets |
PROVISION_FOR_INCOME_TAXES_Det2
PROVISION FOR INCOME TAXES (Details 2) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | -34.00% |
States taxes | -0.01% |
Stock based compensation | 5.37% |
Other | 0.23% |
Valuation reserve for income taxes | 28.41% |
Total | 0.02% |
PROVISION_FOR_INCOME_TAXES_Det3
PROVISION FOR INCOME TAXES (Details Textual) (USD $) | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | |
Federal and state net operating loss carryforwards | $8,800,000 |
Accrued interest and penalties related to uncertain tax positions | 0 |
Unrecognized tax benefits | $0 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Private Placement [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 0.49% | |
Risk-free interest rate, Maximum | 0.73% | |
Expected dividend yield | 0.00% | |
Expected volatility | 70.00% | |
Expected lives | 2 years 6 months | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 0.46% | 0.29% |
Risk-free interest rate, Maximum | 1.89% | 0.84% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 70.00% | |
Warrant [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 70.00% | |
Expected lives | 1 year 9 months | 2 years 6 months |
Warrant [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 100.00% | |
Expected lives | 6 years | 3 years 6 months |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 0.11% | |
Risk-free interest rate, Maximum | 0.14% | |
Expected dividend yield | 0.00% | |
Stock Options [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 70.00% | |
Expected lives | 3 years 6 months | |
Stock Options [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 100.00% | |
Expected lives | 4 years |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding | 20,578,000 | |
Weighted Average Exercise Price, Exercised | $0.04 | |
Exercisable, Outstanding at December 31, 2014 | $16,037,000 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding | 17,100,000 | 17,100,000 |
Options Granted | 5,978,000 | |
Options Exercised | ||
Options Expired/Cancelled | -2,500,000 | |
Options Outstanding | 20,578,000 | 17,100,000 |
Weighted Average Exercise Price, Outstanding | $0.03 | $0.03 |
Weighted Average Exercise Price, Granted | $0.18 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Expired/Cancelled | $0.10 | |
Weighted Average Exercise Price, Outstanding | $0.05 | $0.03 |
Weighted Average Remaining Contractual Term, Outstanding at December 31, 2012 | 7 years 3 months 29 days | |
Weighted Average Remaining Contractual Term, Outstanding at December 31, 2013 | 6 years 3 months 29 days | |
Weighted Average Remaining Contractual Term, Granted | 5 years | |
Weighted Average Remaining Contractual Term, Exercised | 0 years | |
Weighted Average Remaining Contractual Term, Expired/Cancelled | 4 years 7 months 24 days | |
Weighted Average Remaining Contractual Term,Outstanding at December 31, 2014 | 4 years 11 months 16 days | |
Exercisable, Outstanding at December 31, 2012 | 7,800,000 | |
Exercisable, Outstanding at December 31, 2013 | $11,400,000 | |
Exercisable, Outstanding at December 31, 2014 | $16,037,000 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding | 28,866,500 | 19,605,000 |
Options Granted | 17,373,000 | 9,436,500 |
Options Exercised | ||
Options Expired/Cancelled | -490,000 | -175,000 |
Options Outstanding | 45,749,500 | 28,866,500 |
Weighted Average Exercise Price, Outstanding | $0.39 | $0.36 |
Weighted Average Exercise Price, Granted | $0.45 | $0.46 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Expired/Cancelled | $0.25 | $0.25 |
Weighted Average Exercise Price, Outstanding | $0.41 | $0.39 |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Range of Exercise Prices, lower limit | $0.03 |
Range of Exercise Prices, upper limit | $0.40 |
Options Outstanding | 20,578,000 |
Weighted Average Remaining Contractual Life | 5 years 1 month 17 days |
Weighted Average Exercise Price | $0.04 |
Options Exercisable | $16,037,000 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Oct. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 26, 2014 | Dec. 31, 2012 | Dec. 31, 2010 | Feb. 01, 2014 | Aug. 22, 2014 | Jul. 22, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Liquidated Damages | $47,000 | $47,000 | ||||||||
Preferred Stock Conversion To Common Stock | 69.00% | 69.00% | ||||||||
Conversion of Stock, Description | converted into 103% | converted into 103% | ||||||||
Description Of Registration Statement | 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. | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 20,450,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.07 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 15,350,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $0.04 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||
Capitalized Costs, Asset Retirement Costs | 78,739 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 2,500,000 | |||||||||
Common stock issued for consulting services | 1,272,005 | 1,933,886 | ||||||||
Fair market value of common stock on the date of grant | 314,005 | 407,143 | ||||||||
Common stock issued for software development services | 226,996 | 638,463 | ||||||||
Fair market value of common stock for software development services | 47,444 | 133,908 | ||||||||
Common stock issued for settlement of accounts payable | 0 | 898,200 | ||||||||
Fair market value of common stock for settlement of accounts payable | 0 | 186,736 | ||||||||
Gain on settlement | 4,735 | |||||||||
Amount raised under private placements | 3,396,000 | |||||||||
Amount with warrants valued using the Black-Scholes pricing model | 546,733 | |||||||||
Common Stock, Shares Authorized | 500,000,000 | 150,000,000 | ||||||||
Common Stock Par Value | $0.00 | $0.00 | ||||||||
Value of units issued | 30,000 | |||||||||
Advance in consideration from issuance of units | 152,500 | |||||||||
Proceeds from new private placement | 25,000 | |||||||||
Amount raised in private placement | 1,944,125 | |||||||||
Numbers of shares of common stock and warrants that vested | 7,776,500 | |||||||||
Term of common stock and warrants that vested | 5 years | |||||||||
warrants value | 322,317 | |||||||||
Total value of options issued | 609,577 | |||||||||
Unrecognized compensation cost | 439,379 | |||||||||
unrecognized compensation cost 2015 | 345,592 | |||||||||
unrecognized compensation cost 2016 | 74,542 | |||||||||
unrecognized compensation cost 2017 | 19,245 | |||||||||
Options forfeited | 450,000 | |||||||||
Future unrecognized compensation cost | 61,000 | |||||||||
Estimated aggregate pretax intrinsic value | 7,192,500 | |||||||||
Stock based compensation from stock option included in selling general and administrative | 444,955 | 296,100 | ||||||||
Private placements right to purchase shares | 7,776,500 | |||||||||
Maximum [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.40 | |||||||||
Minimum [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.10 | |||||||||
Employee Stock Option Two [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.40 | |||||||||
Employee Stock Option One [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,750,000 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.25 | |||||||||
Employee Stock Option [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,000,000 | |||||||||
Option to Purchase of Common Stock | 5,850,000 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Forfeiture Factor Rate | 0.00% | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.10 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $0.17 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | Vesting of the options is through December 2016 | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 5 years 2 months 19 days | |||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 5 years 4 months 20 days | |||||||||
Private Placement [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Fair Value Of Common Stock And Warrants | 546,733 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Number Of Common Stock Sale In Private Placement | 2,000,000 | |||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||||||
Fair Value Of Preferred Stock Issuance Officers Compensation | 2,000 | |||||||||
Common Stock, Voting Rights | 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. | |||||||||
Series A Preferred Stock | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Fair Value Of Warrants | 135,141 | |||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||||||
Preferred Stock, Liquidation Preference Per Share | $0.50 | |||||||||
Private Placement Of Series Convertible Preferred Stock | 802,500 | |||||||||
Liquidated Damages Description | 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 | |||||||||
Two Thousand Ten Stock Option Plan [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Description Of Common Shares Reserved For Issuance | 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. | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 476,945 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 9 months | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 2,629,400 | |||||||||
Warrant [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Fair Value Of Warrants | 322,317 | |||||||||
Stock Issued During Period, Shares, Conversion of Units | 5,978,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 17,373,000 | 9,436,500 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $0.45 | $0.46 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $0.41 | $0.39 | $0.36 | |||||||
Shares in unit | 120,000 | |||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Fair Value Of Warrants | 546,733 | |||||||||
Warrants Issued | 13,284,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.50 | |||||||||
Warrant [Member] | Software Development Agreement [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Fair Value Of Warrants | 12,625 | |||||||||
Warrants Issued | 125,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.25 | |||||||||
Warrant Vesting Term Description | 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. | |||||||||
Term Of Warrants | 5 years | |||||||||
Warrant [Member] | Marketing Agreement [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Fair Value Of Warrants | 161,336 | |||||||||
Warrants Issued | 1,000,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.25 | |||||||||
Warrant Vesting Term Description | 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. | |||||||||
Term Of Warrants | 10 years | |||||||||
Warrant [Member] | Consulting Agreement [Member] | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Fair Value Of Warrants | 402,940 | |||||||||
Warrants Issued | 2,664,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.25 | |||||||||
Series A Preferred Stock | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Number Of Common Stock Sale In Private Placement | 3,210,000 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||||||
Issuance Of Common Stock For Software Development Services Share | ||||||||||
Shares in unit | 120,000 | |||||||||
Common Stock | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||||||||
Number Of Common Stock Sale In Private Placement | 13,346,500 | |||||||||
Proceeds from Issuance of Private Placement | 3,421,000 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 1,010,012 | |||||||||
Stock Issued During Period, Value, Issued for Services | 211,117 | |||||||||
Issuance Of Common Stock For Software Development Services Share | 226,966 | 638,463 | ||||||||
Issuance Of Common Stock For Software Development Services Value | 47,444 | |||||||||
Issuance Of Common Stock For Promotional Contract Share | 10,000 | |||||||||
Issuance Of Common Stock For Promotional Contract Value | $2,090 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (Employment Agreement [Member], USD $) | Sep. 30, 2014 |
Employment Agreement [Member] | |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2015 | $500,000 |
2016 | 104,000 |
Total | $604,000 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) (USD $) | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $143,000 |
2016 | 129,000 |
2017 | 122,000 |
Total | 394,000 |
2015, Sublease Income | -18,000 |
2016, Sublease Income | |
2017, Sublease Income | |
Total, Sublease Income | -18,000 |
2015,Net Minimum Commitment | 125,000 |
2016,Net Minimum Commitment | 129,000 |
2017,Net Minimum Commitment | 122,000 |
Total,Net Minimum Commitment | $376,000 |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 24 Months Ended | ||
Jan. 31, 2014 | Dec. 31, 2014 | Sep. 13, 2010 | Mar. 31, 2011 | Sep. 30, 2010 | Dec. 31, 2013 | Aug. 31, 2010 | Dec. 31, 2014 | Aug. 03, 2010 | |
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
Increased Annual Salary | $250,000 | ||||||||
Amount Raised In Debt Or Equity Financing | 5,000,000 | ||||||||
Common Stock, Value, Issued | 80,126 | 64,980 | 80,126 | ||||||
Number of shares exercisable under agreement | 15,350,000 | 15,350,000 | |||||||
Maturity of first lease | 2 years | ||||||||
Maturity of second lease | 3 years 3 months | ||||||||
Maximum [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
First lease commitment per month amount | 4,386 | ||||||||
Second lease commitment per month amount | 10,345 | ||||||||
Minimum [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
First lease commitment per month amount | 4,517 | ||||||||
Second lease commitment per month amount | 11,305 | ||||||||
Fred E Tannous [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
Term Of Agreement | 5 years | ||||||||
Annual salary | 180,000 | 190,000 | |||||||
Agreement Amended Date | 15-Mar-16 | 15-Mar-11 | |||||||
Increased Annual Salary | 360,000 | ||||||||
Common Stock, Value, Issued | 50,000 | ||||||||
Condition Of Termination | In the event of a change of control of Rowl prior to the one (1) month anniversary of Mr. Glasers termination, Mr. Glaser will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. | ||||||||
Condition of termination by company without Cause | Mr. Tannous termination without cause by Rowl, Mr. Tannous will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) years salary, and all stock options held by Mr. Tannous under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date. | ||||||||
Restricted Shares Of Common Stock | 4,000,000 | ||||||||
Fair Value Of Restricted Shares Of Common Stock | 100,000 | ||||||||
Fred E Tannous [Member] | Condition 1 [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
Description For Increase In Annual Salary Under Conditions | Mr. Tannous annual salary is to increase to $250,000 in the event that either (i) Rowl raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $5,000,000 in cumulative gross revenues. | ||||||||
Fred E Tannous [Member] | Condition 2 [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
Description For Increase In Annual Salary Under Conditions | The annual salary will increase to $360,000 in the event that either (i) Rowl raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $10,000,000 in cumulative gross revenues. | ||||||||
Fred E Tannous [Member] | Plan [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
Amount Raised In Debt Or Equity Financing | 5,000,000 | ||||||||
Common stock purchased through exercise of options | 10,000,000 | ||||||||
Exercise price of options | $0.03 | ||||||||
Number of shares exercisable under agreement | 5,000,000 | ||||||||
Number of shares exercisable at the end of each subsequent period | 1,000,000 | ||||||||
Option Expiration Period After Grant | 10 years | ||||||||
Bill Glaser [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
Term Of Agreement | 5 years | ||||||||
Annual salary | 180,000 | 190,000 | |||||||
Agreement Amended Date | 15-Mar-11 | ||||||||
Increased Annual Salary | $360,000 | ||||||||
Condition Of Termination | In the event of a change of control of Rowl prior to the one (1) month anniversary of Mr. Glaser’s termination, Mr. Glaser will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. | ||||||||
Condition of termination by company without Cause | Mr. Glaser will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) years salary, and all stock options held by Mr. Glaser under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date. | ||||||||
Bill Glaser [Member] | Condition 1 [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
Description For Increase In Annual Salary Under Conditions | Mr. Glasers annual salary is to increase to $250,000 in the event that either (i) Rowl raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $5,000,000 in cumulative gross revenues. | ||||||||
Bill Glaser [Member] | Condition 2 [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
Description For Increase In Annual Salary Under Conditions | The annual salary will increase to $360,000 in the event that either (i) Rowl raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $10,000,000 in cumulative gross revenues. | ||||||||
Bill Glaser [Member] | Plan [Member] | |||||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||||
Common stock purchased through exercise of options | 5,000,000 | ||||||||
Exercise price of options | $0.03 | ||||||||
Number of shares exercisable under agreement | 2,500,000 | ||||||||
Number of shares exercisable at the end of each subsequent period | 500,000 | ||||||||
Option Expiration Period After Grant | 10 years |
VENDOR_SETTLEMENTS_AND_GAIN_ON1
VENDOR SETTLEMENTS AND GAIN ON FORGIVENESS OF DEBT (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Vendor Settlements And Gain On Forgiveness Of Debt [Abstract] | ||
Gains (Losses) on Extinguishment of Debt | $106,229 | $4,735 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 03, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 08, 2015 | |
Common Stock,Issued | 80,125,728 | 64,980,257 | |||
Canceled advances | $60,000 | ||||
Consulting Services | |||||
Common Stock,Issued | 200,000 | ||||
Subsequent Event [Member] | |||||
Per month lease agreement amount, First | 500 | ||||
Per month lease agreement amount, second | 1,817 | ||||
Sublease agreement amount | 25,000 | ||||
Proceeds from Sale of Furniture and Fixtures | 25,000 | ||||
Book value of furniture | 44,000 | ||||
Convertible debt price per share | $0.25 | ||||
Convertible debt rate | 8.00% | ||||
Value of convertible debt agreement | 250,000 | ||||
Number of common stock for sale | 112,500 | ||||
Exercise price of shares under private placements | $0.40 | ||||
Proceeds from sale of common stock | $45,000 |