Common Stock and Common Stock Warrants | 9 Months Ended |
Sep. 30, 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 for an aggregate purchase price of $50,000. In addition and pursuant to the stock purchase agreement, an additional 300,000 shares were issued to the investor in July 2014. The Company also sold an aggregate of 650,000 shares of its Common Stock to another accredited investor for an aggregate purchase price of $130,000. Under this stock purchase agreement, the investor was also issued warrants to purchase up to 700,000 shares of its Common Stock. Both of these stock sales were pursuant to Rule 506 of Regulation D under the Securities Act. |
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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 and nine months ended September 30, 2014, pursuant to terms of their individual consulting agreements, the Company’s advisory board members were issued a total of 378,930 and 522,852 shares of common stock for services, respectively. The total market value of the shares issued for advisory services was $51,839, equivalent to approximately $1,000 for each month of service per member. |
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The Company issued 2,162,524 and 4,812,451 common shares to individuals for consulting services rendered and software development costs incurred for the three and nine months ended September 30, 2014, respectively. The total market value of the shares issued for consulting services was $745,369, $315,326 of which was recorded as prepaid expenses and $430,043 of which is included in professional fees on the statement of operations for the nine months ended September 30, 2014. The total market value of the shares issued for software development costs was $36,765, which is included in development costs on the balance sheet. |
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During the nine months ended September 30, 2014 $368,422 of debenture principal, as described in Note 5, and $26,760 of related accrued interest were converted into 6,879,997 common shares. |
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Common Stock Warrants |
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During the nine months ended September 30, 2014, the Company issued a warrant to purchase 700,000 shares of common shares, as noted above. The warrant is exercisable after the date of the grant, and is 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 nine months ended September 30, 2014 include (1) risk-free interest rates between 0.51% and 1.72%, (2) lives between 2 and 5 years, (3) expected volatility of between 160% and 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 nine months ended September 30, 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 nine months ended September 30, 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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During the nine months ended September 30, 2014 the Company issued a warrant to purchase 250,000 shares of common shares. The warrant is exercisable after the date of the grant, and is exercisable at a price of $0.10 per share and expire five-years from the date of grant. |
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During the three months ended September 30, 2014 the Company issued warrants to purchase 531,112 shares of common shares, as described in notes 4 and 5. The warrants are exercisable after the date of the grant, are exercisable at a price of $0.06 per share, and expire two years from the date of grant. |
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The following table summarizes the outstanding warrants and associated activity for the three months ended September 30, 2014: |
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| | | | | | Weighted | |
| | | | | | Average | |
| | Number of | | Weighted | | Remaining | |
| | Warrants | | Average | | Contractual | |
| | Outstanding | | Price | | Life | |
Balance, June 30, 2014 | | | 1,228,890 | | $ | 0.33 | | | 3.73 | |
Granted | | | 531,112 | | | 0.06 | | | 1.91 | |
Exercised | | | - | | | - | | | - | |
Expired | | | - | | | - | | | - | |
Balance, September 30, 2014 | | | 1,760,002 | | $ | 0.25 | | | 3 | |
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