Common Stock and Common Stock Warrants | 3 Months Ended |
Mar. 31, 2014 |
Stockholders Equity Note [Abstract] | ' |
Common Stock And Warrants Disclosure [Text Block] | ' |
Note 7 – Common Stock and Common Stock Warrants |
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Common Stock |
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During January 2014, the Company sold an aggregate of 500,000 shares of its Common Stock to an accredited investor pursuant to Rule 506 of Regulation D under the Securities Act for an aggregate purchase price of $50,000. |
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During January 2014, the Company sold an aggregate of 650,000 shares of its Common Stock to an accredited investor pursuant to Rule 506 of Regulation D under the Securities Act for an aggregate purchase price of $130,000. The investor was also issued warrants to purchase up to 700,000 shares of its Common Stock. |
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During January 2014, the Company also completed the initial closing of a private placement financing transaction with an accredited investor, pursuant to a Securities Purchase Agreement. Pursuant to the Purchase Agreement, the Investor purchased 300,000 shares of the Company’s Common Stock for a per share purchase price of $0.29 per share. Each per share purchase price will be based on the average trading price of such shares for the 5 trading days prior to the closing (provided that certain conditions are met), and accordingly the Company received aggregate gross proceeds of $87,000, excluding transaction costs, fees and expenses. On February 27, 2014, the investor purchased an additional 300,000 shares for a per share purchase price of $0.2625 with the Company receiving aggregate gross proceeds of $78,750, excluding transaction costs, fees and expenses. During March, 2014, the investor purchased an additional 189,910 shares for a per share purchase price of $0.235 with the Company receiving aggregate gross proceeds of $44,629, excluding transaction costs, fees and expenses. The Investor originally agreed to purchase up to an additional 3,300,000 shares on a monthly basis, subject to the fulfillment of certain conditions as more fully described in the Purchase Agreement, between the date of the Purchase Agreement and the one-year anniversary thereof. As a result, the investor is entitled to purchase up to an additional 2,510,090 shares of common stock during the term of the Purchase Agreement. |
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During the three months ended March 31, 2014, pursuant to terms of their individual consulting agreements, the Company’s advisory board members were issued, for the three-month period, a total of 39,846 shares of common stock for services. The total market value of the shares issued for advisory services was $17,984, equivalent to $1,000 for each month of service. |
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The Company issued 563,993 common shares to individuals for consulting services rendered and software development costs incurred for the three months ended March 31, 2014. The total market value of the shares issued for consulting services was $231,230, which is included in professional fees on the statement of operations. The total market value of the shares issued for software development costs was $25,000, which is included in development costs on the balance sheet. |
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Common Stock Warrants |
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During the three months ended March 31, 2014, the Company issued a warrant to purchase 700,000 shares of common shares, as noted above. The warrants are redeemable or exercisable after the date of the grant, and are exercisable at a price of $0.25 per share and expire five-years from the date of grant. |
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The Company valued its warrants using the Black-Scholes option-pricing model. Assumptions used during the three months ended March 31, 2014 include (1) risk-free interest rates between 1.72%, (2) lives of 5 years, (3) expected volatility of between 160% to 246%, (4) zero expected dividends, (5) conversion prices as set forth in the related instruments, and (6) the common stock price of the underlying share on the valuation dates. |
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During the three months ended March 31, 2014, a previously issued warrant agreement issued during May, 2013 was amended. The amendment changed the exercise price of the warrant to $0.10 per share post adjustment pursuant to the reverse stock split which occurred during August 2013. Except as modified by this amendment, all of the terms and conditions of the warrant shall remain in full force and effect. |
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During the three months ended March 31, 2014, an investor exercised, on a cashless basis, a portion of a then outstanding warrant and received in consideration therefor an aggregate of 277,777 shares of Common Stock. |
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The following table summarizes the outstanding warrants and associated activity for the three months ended March 31, 2014: |
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| | Number of Warrants Outstanding | | Weighted Average Price | | Weighted Average Remaining Contractual Life | |
Balance, December 31, 2013 | | | | 612,224 | | | 0.58 | | | | 3.12 | |
Granted | | | | 700,000 | | | 0.25 | | | | 4.82 | |
Exercised | | | | -333,334 | | | 0.1 | | | | 4.39 | |
Expired | | | | - | | | - | | | | - | |
Balance, March 31, 2014 | | | | 978,890 | | $ | 0.39 | | | | 3.83 | |
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