Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2014 | Jan. 27, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | MOJO DATA SOLUTIONS, INC. | |
Entity Central Index Key | 1,523,486 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2014 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Current Reporting Status | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 15,755,060 | |
Trading Symbol | MJDS | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,014 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2014 | Dec. 31, 2013 |
Assets: | ||
Cash | $ 52,341 | $ 37,174 |
Accounts receivable, net | $ 162 | |
Accounts receivable - related party | $ 10,000 | |
Other receivable - related party | $ 18,000 | |
Inventory | $ 2,961 | |
Prepaid expenses | 2,045 | |
Total current assets | 57,509 | $ 65,174 |
Property and equipment, net | $ 12,927 | 13,607 |
Other assets, net | 1,018 | |
Total Assets | $ 70,436 | $ 79,799 |
Liabilities: | ||
Cash overdraft | 4,137 | |
Accounts payable and accrued expenses | 66,208 | $ 563,554 |
Accounts payable - related party | 105,188 | |
Due to related parties | $ 109,020 | $ 1,424,077 |
Notes payable | $ 774,089 | |
Convertible notes payable - related party, net of unamortized discont of $71,641 | $ 8,359 | |
Total current liabilities | $ 292,912 | $ 2,761,720 |
Notes payable | 147,634 | |
Total Liabilities | $ 292,912 | 2,909,354 |
Stockholders' Deficit | ||
Common stock, $0.001 par value; 300,000,000 shares authorized; 15,755,060 and 10,394,135 shares issued and outstanding, respectively | 15,755 | 10,394 |
Additional paid in capital | 75,014 | 876,408 |
Accumulated deficit | (336,245) | (3,716,357) |
Total Stockholders' Deficit | (222,476) | (2,829,555) |
Total Liabilities and Stockholders' Deficit | 70,436 | $ 79,799 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | 8,000 | |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | $ 15,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2014 | Dec. 31, 2013 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 15,755,060 | 10,394,135 |
Common Stock, shares outstanding | 15,755,060 | 10,394,135 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred Stock, shares issued | 8,000,000 | 8,000,000 |
Preferred Stock, shares outstanding | 8,000,000 | 8,000,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred Stock, shares issued | 15,000,000 | 15,000,000 |
Preferred Stock, shares outstanding | 15,000,000 | 15,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenues | ||
Revenues - related party | $ 6,000 | |
Total revenues | 6,000 | |
Operating expenses | ||
General and administrative expenses | $ 329,201 | 128,295 |
Total operating expenses | 329,201 | 128,295 |
Loss from operations | (329,201) | (122,295) |
Other income (expense) | ||
Interest expense | (9,084) | (23,788) |
Total other income (expense) | (9,084) | (23,788) |
Net loss | $ (338,285) | $ (146,083) |
Net loss per common share - basic and diluted | $ (0.02) | $ (0.04) |
Weighted average common shares outstanding - basic and diluted | 13,961,382 | 4,011,600 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2014 - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | APIC [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 10,394 | $ 876,408 | $ (3,716,357) | $ (2,829,555) | ||
Balance, shares at Dec. 31, 2013 | 10,394,135 | |||||
Exchange on asset purchase agreement from related party | 270,000 | 270,000 | ||||
Reclassification for reserve merger | $ 8,000 | $ 15,000 | $ 4,758 | (120,351) | $ (92,593) | |
Reclassification for reserve merger, shares | 8,000,000 | 15,000,000 | 4,757,665 | |||
Extinguishment of MDS assets and liabilities not in APA | (1,143,195) | $ 3,718,397 | $ 2,575,202 | |||
Conversion of note into stock | $ 400 | 99,600 | 100,000 | |||
Conversion of note into stock, shares | 400,000 | |||||
Conversion of accrued interest to stock | $ 3 | 812 | 815 | |||
Conversion of accrued interest to stock, shares | 3,260 | |||||
Shares issued for services | $ 200 | 45,800 | 46,000 | |||
Shares issued for services, shares | 200,000 | |||||
Warrants issued for services | $ 45,940 | 45,940 | ||||
Net loss | $ (338,285) | (338,285) | ||||
Balance at Mar. 31, 2014 | $ 8,000 | $ 15,000 | $ 15,755 | $ 75,014 | $ (336,245) | $ (222,476) |
Balance, shares at Mar. 31, 2014 | 8,000,000 | 15,000,000 | 15,755,060 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (338,285) | $ (146,083) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 680 | 9,539 |
Shares issued for services | 46,000 | $ 1,000 |
Warrant expense | 45,940 | |
Amortization of debt discount | $ 8,359 | |
Changes in operating assets and liabilities: | ||
(Increase) Decrease in: Prepaid expenses | $ 2,210 | |
Increase (Decrease) in: Cash overdraft | 3,218 | |
Increase (Decrease) in: Accounts payable and accrued expenses | $ 3,904 | $ 16,084 |
Increase (Decrease) in: Accounts payable - related party | 95,188 | |
Net Cash Used In Operating Activities | (138,214) | $ (114,032) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash received from sale of assets | 8,277 | |
Cash received from reverse merger | 176,104 | |
Net Cash Provided By Investing Activities | $ 184,381 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments on note payable | $ (10,587) | |
Net proceeds from (repayments to) related parties | $ (31,000) | 123,940 |
Net Cash Provided By (Used In) Financing Activities | (31,000) | 113,353 |
Net Increase (Decrease) in Cash | 15,167 | (679) |
Cash - Beginning of Period | 37,174 | 739 |
Cash - End of Period | $ 52,341 | $ 60 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Income taxes | ||
Interest | $ 3,765 | |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Convertible notes converted to stock | $ 100,000 | |
Accrued interest converted to stock | 815 | |
Reclassification for reverse merger | (280,204) | |
Extinguishment of MDS assets and liabilities not in APA | 2,586,709 | |
Exchange on asset purchase agreement from related party | $ 261,723 |
Nature of Operations and Going
Nature of Operations and Going Concern | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Going Concern | Note 1. Nature of Operations and Going Concern Overview Mojo Data Solutions, Inc. (the Company or Mojo) was founded in Nevada on July 8, 2010 as Authentic Teas, Inc. (Authentic). Authentics wholly-owned subsidiary was incorporated in the province of Ontario, Canada on July 8, 2010. On September 13, 2013, Authentic Teas, Inc., a Nevada corporation, merged with and into Mojo Data Solutions, Inc., a Puerto Rico corporation and a wholly-owned subsidiary of Authentic formed on August 21, 2013 solely for the purpose of reincorporating Authentic in Puerto Rico under the name Mojo Data Solutions, Inc (the Reincorporation). All references to the Company or Authentic before September 13, 2013 are to Authentic Teas, Inc. Basis of Presentation The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). In the opinion of the Companys management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three months ended March 31, 2014 and 2013, our cash flows for the three months ended March 31, 2014 and 2013 and our financial position as of March 31, 2014 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim condensed financial statements. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the condensed financial statements and notes thereto included in our Report on Form 8-K on the acquisition of MDS and the audited financial statements of MDS for the year ended December 31, 2013 as filed with the SEC on October 31, 2014 and as amended on November 4, 2014. Going Concern The Company had a net loss of $338,285 and negative cash flows from operations of $138,214 for the three months ended March 31, 2014. The Companys ability to continue as a going concern is contingent on securing additional debt or equity financing from outside investors. These matters raise substantial doubt about the Companys ability to continue as a going concern. Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of convertible debt and equity securities. The condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Stock and Asset Purchase Agreem
Stock and Asset Purchase Agreements | 3 Months Ended |
Mar. 31, 2014 | |
Business Combinations [Abstract] | |
Stock and Asset Purchase Agreements | Note 2. Stock and Asset Purchase Agreements Stock Purchase Agreement On August 23, 2013 (the Closing Date), Authentic, Hrant Isbeceryan, David Lewis Richardson and Evan Michael Hershfield, constituting all of the executive officers and members of the Board of Directors of Authentic (the Selling Stockholders), and RDA Equities, LLC, a Puerto Rico limited liability company (RDA), entered into a stock purchase agreement (the Stock Purchase Agreement) pursuant to which RDA purchased from the Selling Stockholders an aggregate of 2,750,000 shares, par value $0.001 per share, of restricted common stock of Authentic (the Shares) in consideration for $0.001 per Share (the Purchase Price), for an aggregate purchase price of $2,750 (the Transaction). Such Shares represented approximately 68.6% of the 15,151,800 outstanding shares of common stock of Authentic as of such date. Pursuant to the terms and conditions of the Stock Purchase Agreement, on the Closing Date, (i) the Board of Directors of Authentic appointed Joseph Spiteri and Ralph M. Amato as members to the Board of Directors; (ii) Hrant Isbeceryan and David Lewis Richardson, the current executive officers of the Company, resigned from the Company; (iii) the Board of Directors appointed Joseph Spiteri as the Companys Chief Executive Officer, President, Secretary and Treasurer, Ronald J. Everett as the Companys Chief Financial Officer, and Nicholas P. DeVito as the Companys Chief Operating Officer; and (iv) Hrant Isbeceryan, David Lewis Richardson and Evan Michael Hershfield resigned from the Board of Directors, effective immediately. Also pursuant to the Stock Purchase Agreement, Authentic agreed to effectuate the following: (a) a three-for-one (3:1) forward stock split of Authentics outstanding common stock (the Forward Stock Split); (b) a business combination by merging Authentic with and into Mojo Data Solutions, Inc., a corporation formed in the Commonwealth of Puerto Rico, with Mojo being the surviving entity (the Surviving Corporation) and with each outstanding share of the Common Stock of the Company being automatically converted into one share of Common Stock of the Surviving Corporation (the Merger); and (c) the Surviving Corporation subsequently acquiring certain intellectual property assets of Mobile Data Systems, Inc., a New York corporation (the Acquisition). In the event the Merger and Acquisition was not consummated on or prior to the 90th day following the Closing Date, which date was extended by agreement among the parties, the Company agreed to undertake all reasonable efforts to remove the then current directors and officers of the Company in accordance with applicable corporate law and replace such individuals with Hrant Isbeceryan as President, Chief Executive Officer and director, David Lewis Richardson as Chief Financial Officer, Secretary, Treasurer and director and Evan Michael Hershfield as director, and unless otherwise consented to in writing by Hrant Isbeceryan, cease all actions in connection with the Forward Stock Split, Merger and Acquisition to the extent such actions have not yet been consummated; and retransfer the Shares back to the Selling Stockholders for the Purchase Price. On September 13, 2013, Authentic, effectuated a three-for-one (3:1) forward stock split of its outstanding shares of common stock, par value $0.001 per share. All references to Authentics outstanding shares, warrants and per share information have been retroactively adjusted to give effect to the forward stock split. After the forward stock split, Authentic merged with and into Mojo Data Solutions, Inc., a Puerto Rico corporation and a wholly-owned subsidiary of Authentic formed on August 21, 2013 solely for the purpose of reincorporating Authentic in Puerto Rico under the new name Mojo Data Solutions, Inc. Pursuant to that certain Agreement and Plan of Merger, dated August 27, 2013, by and between Authentic, a Nevada corporation and Mojo Data Solutions, Inc., a Puerto Rico corporation (the Merger Agreement and Mojo), Authentic merged with and into Mojo, with Mojo being the surviving corporation (hereinafter referred to as the Company) and Authentic ceasing to exist. Each share of common stock of Authentic automatically, and without any further action by any of the stockholders, became a share of common stock, par value $0.001, of Mojo on a one-for-one basis. As a result of the Merger, the Certificate of Incorporation and Bylaws of Authentic became the Certificate of Incorporation and Bylaws of the Company. Asset Purchase Agreement On September 27, 2013, the Company entered into an Asset Purchase Agreement (the APA) with Mobile Data Systems, Inc., a New York corporation (MDS), pursuant to which the Company agreed to purchase all of the intellectual property and substantially all of the tangible assets of MDS, constituting substantially all of the assets of MDS, in consideration for $190,000 cash and an unsecured promissory note for the principal amount of $80,000 (the Promissory Note), bearing interest at a rate of 5% per annum, maturing on the first anniversary date of the date of issuance and convertible by the holder thereof at any time and from time to time into restricted shares of common stock of the Company at the rate of $0.05 per share (the Transaction). The net cash received from MOJO was $8,277 with the remaining $80,000 recorded as note receivable and $181,723 recorded as payment of debt. The total consideration of $270,000 was recorded as an equity transaction between related parties. The CEO of the Company is also the CEO of Mobile Data Systems, Inc. Upon the closing of the transaction under the APA on January 31, 2014, the business of MDS became the business of Mojo. The combination of the stock purchase agreement and APA is accounted for under the guidance for reverse merger acquisitions. In accordance with reverse merger accounting, the December 31, 2013 balances on the balance sheet are those of MDS with the exception of common stock which has been reflected to show the shares that would have been outstanding if MDS was public as of December 31, 2013. In addition, the prior year quarterly results of operations and cash flows are those of MDS. Upon closing of the APA, all assets of MDS were removed from the surviving company with the exception of the fixed assets which were assumed by the surviving company as part of the APA. In addition, all liabilities and retained earnings were also removed from the surviving company. The net adjustment to additional paid in capital for this was a decrease of $1,143,195 with net asset removed of $2,575,202. In addition, upon closing of the APA, all assets, liabilities, and equity instruments of Mojo were incorporated to the surviving company. The net adjustment to additional paid in capital for this was a decrease of $120,351 with net assets assumed of $(92,593). The net cash received from the reverse merger was $176,104. See below for a table showing the full effects of the reverse merger at the time of commencement on January 31, 2014. Consolidation Adjustments Surviving MDS Mojo MDS Mojo APIC Company Cash and cash equivalents 11,507 187,610 (11,507 ) 187,610 176,103 187,610 Accounts receivable - 163 - 163 163 163 Accounts receivable - related party 10,000 - (10,000 ) - (10,000 ) - Inventory - 2,961 - 2,961 2,961 2,961 Prepaid expenses - 2,045 - 2,045 2,045 2,045 Convertible note receivable 80,000 (80,000 ) (80,000 ) - Other receivable - related party 18,000 - (18,000 ) - (18,000 ) - 119,507 192,779 192,779 Property and equipment, net 13,607 - - - - 13,607 Other assets 1,018 - (1,018 ) - (1,018 ) - 134,132 192,779 206,386 Cash overdraft 4,137 (4,137 ) (4,137 ) 4,137 Accounts payable 562,650 56,258 562,650 (56,258 ) 506,392 56,258 Accounts payable - related party - 10,000 - (10,000 ) (10,000 ) 10,000 Accrued expenses - 5,957 - (5,957 ) (5,957 ) 5,957 Notes payable 740,000 - 740,000 - 740,000 - Convertible notes payable - 100,000 - (100,000 ) (100,000 ) 100,000 Due to related parties 1,393,077 109,020 1,393,077 (109,020 ) 1,284,057 109,020 2,695,727 285,372 285,372 Preferred stock - 23,000 - (23,000 ) (23,000 ) 23,000 Common stock 10,394 15,152 - (4,758 ) (4,758 ) 15,152 Additional paid in capital 1,146,408 230,626 - - - (117,138 ) Accumulated deficit (3,718,397 ) (361,371 ) (3,718,397 ) - (3,718,397 ) - (2,561,595 ) (92,593 ) (78,986 ) 134,132 192,779 (1,143,195 ) (120,351 ) (1,263,545 ) 206,386 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3. Related Party Transactions On January 31, 2014, the Company consummated the Asset Purchase Agreement (the APA) with Mobile Data Systems, Inc., a New York corporation (MDS), for which the CEO of the Company is also the CEO. See Note 2 for details of the APA. As of March 31, 2014, the Company owed Mobile Data Systems, Inc. $35,684 relating to expenses incurred prior to the signing of the APA. This payable is included in accounts payable related party on the balance sheet. As result of the reserve merger, on January 31, 2014, $80,000 of convertible debt were carried over to the Company. The note has a conversion price of $0.05 that bears 5% interest. The stock price on January 31, 2014 was $0.23, which resulted in a beneficial conversion feature. Due to the beneficial conversion feature, a debt discount of $80,000 was recorded. The debt discount will be accreted using the effective interest method. Debt discount amortization for the three months ended March 31, 2014 was $8,359, which is included in interest expense on the statement of operations. The unamortized debt discount as of March 31, 2014 was $71,641. Interest expense on the note for the three months ended March 31, 2014 was $667. On November 19, 2013, and December 18, 2013, the Company sold two convertible promissory notes to Prospect Financial, LLC (Prospect Financial), an entity which Ralph M. Amato, a principal stockholder and a former member of the Board of Directors of the Company, has voting and dispositive control, in consideration for, and for the principal amounts of, $50,000 each. Each note bore interest at the rate of 5% per annum, was to mature on the first year anniversary date of the date of issuance, and was convertible into common stock at $0.25 per share. On January 31, 2014, the combined outstanding principal balance of $100,000 and combined accrued interest of $815 on the notes were converted into 400,000 and 3,260 shares of common stock, respectively. As of March 31, 2014 and December 31, 2013, respectively, $109,020 is due to the Companys former President and Chief Financial Officer. The advances are unsecured, non-interest bearing and due on demand. The Company engages a related party through common ownership by the CEO for consulting expenses. The Company made repayments for amounts owed to this company of $31,000 during the three months ended March 31, 2104. Consulting expenses incurred with this related party during the three months ended March 31, 2014 was $64,004. The Company also leases rental space from this related party. There are no set terms for rent as rent is on a month to month basis. Rent expense for the three months ended March 31, 2014 was $2,500. At March 31, 2014, the Company owed this related party $69,504. This payable is included in accounts payable related party on the balance sheet. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 4. Stockholders Deficit Common Stock On January 31, 2014, the Company issued 200,000 shares of its common stock and 200,000 warrants with an exercise price of $0.50 and a life of three years for consulting services for a fair value totaling $46,000 and $45,940, respectively. The warrants have been valued using the Black-Scholes model with the following assumptions; term of 3 years, volatility of 383%, risk-free interest rate of 0.69% and dividend yield of 0%. The expected warrant term is based on the remaining contractual term. The expected volatility is based on the historical volatility of the prior companies. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related warrant at the valuation date. Dividend yield is based on historical trends. Warrants Warrant activity for the three months ended March 31, 2015 consisted of: 2015 Number of Warrants Weighted Average Exercise Price Outstanding at January 1, - - Granted 1,700,000 0.50 Expired - - Exercised - - Outstanding at March 31, 1,700,000 0.50 In addition to the issuance of 200,000 warrants describe above under Common Stock above, 1,500,000 warrants with an exercise price of $0.50 and a life of five years were issued in the current quarter prior to the reverse merger; therefore, all accounting for these warrants was done in the line titled Reclassification for Reverse Merger on the Condensed Statement of Changes in Stockholders Deficit. As of March 31, 2014, the total intrinsic value of warrants outstanding and exercisable was $0. As of March 31, 2014, the Company has $0 in stock-based compensation related to warrants that is yet to be vested. The weighted average remaining life of the warrants is 4.6 years. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 5. Subsequent Event On May 16, 2014, the Company issued a $50,000 convertible note bearing interest at 5% per year with a maturity date of May 15, 2015. The note is convertible at $0.25 per share. |
Nature of Operations and Goin12
Nature of Operations and Going Concern (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). In the opinion of the Companys management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three months ended March 31, 2014 and 2013, our cash flows for the three months ended March 31, 2014 and 2013 and our financial position as of March 31, 2014 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual financial statements have been condensed or omitted from these interim condensed financial statements. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the condensed financial statements and notes thereto included in our Report on Form 8-K on the acquisition of MDS and the audited financial statements of MDS for the year ended December 31, 2013 as filed with the SEC on October 31, 2014 and as amended on November 4, 2014. |
Going Concern | Going Concern The Company had a net loss of $338,285 and negative cash flows from operations of $138,214 for the three months ended March 31, 2014. The Companys ability to continue as a going concern is contingent on securing additional debt or equity financing from outside investors. These matters raise substantial doubt about the Companys ability to continue as a going concern. Management plans to continue to implement its business plan and to fund operations by raising additional capital through the issuance of convertible debt and equity securities. The condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Stock and Asset Purchase Agre13
Stock and Asset Purchase Agreements (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
Business Combinations [Abstract] | |
Schedule of Reverse Merger | See below for a table showing the full effects of the reverse merger at the time of commencement on January 31, 2014. Consolidation Adjustments Surviving MDS Mojo MDS Mojo APIC Company Cash and cash equivalents 11,507 187,610 (11,507 ) 187,610 176,103 187,610 Accounts receivable - 163 - 163 163 163 Accounts receivable - related party 10,000 - (10,000 ) - (10,000 ) - Inventory - 2,961 - 2,961 2,961 2,961 Prepaid expenses - 2,045 - 2,045 2,045 2,045 Convertible note receivable 80,000 (80,000 ) (80,000 ) - Other receivable - related party 18,000 - (18,000 ) - (18,000 ) - 119,507 192,779 192,779 Property and equipment, net 13,607 - - - - 13,607 Other assets 1,018 - (1,018 ) - (1,018 ) - 134,132 192,779 206,386 Cash overdraft 4,137 (4,137 ) (4,137 ) 4,137 Accounts payable 562,650 56,258 562,650 (56,258 ) 506,392 56,258 Accounts payable - related party - 10,000 - (10,000 ) (10,000 ) 10,000 Accrued expenses - 5,957 - (5,957 ) (5,957 ) 5,957 Notes payable 740,000 - 740,000 - 740,000 - Convertible notes payable - 100,000 - (100,000 ) (100,000 ) 100,000 Due to related parties 1,393,077 109,020 1,393,077 (109,020 ) 1,284,057 109,020 2,695,727 285,372 285,372 Preferred stock - 23,000 - (23,000 ) (23,000 ) 23,000 Common stock 10,394 15,152 - (4,758 ) (4,758 ) 15,152 Additional paid in capital 1,146,408 230,626 - - - (117,138 ) Accumulated deficit (3,718,397 ) (361,371 ) (3,718,397 ) - (3,718,397 ) - (2,561,595 ) (92,593 ) (78,986 ) 134,132 192,779 (1,143,195 ) (120,351 ) (1,263,545 ) 206,386 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | |
Schedule of Warrant Activity | Warrant activity for the three months ended March 31, 2015 consisted of: 2015 Number of Warrants Weighted Outstanding at January 1, - - Granted 1,700,000 0.50 Expired - - Exercised - - Outstanding at March 31, 1,700,000 0.50 |
Nature of Operations and Goin15
Nature of Operations and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 338,285 | $ 146,083 |
Net cash used in operating activities | $ 138,214 | $ 114,032 |
Stock and Asset Purchase Agre16
Stock and Asset Purchase Agreements (Details Narrative) - USD ($) | Sep. 27, 2013 | Sep. 13, 2013 | Aug. 27, 2013 | Aug. 23, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jan. 31, 2014 | Dec. 31, 2013 |
Common stock outstanding | 15,755,060 | 10,394,135 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Unsecured promissory note bearing interest rate | 5.00% | |||||||
Repayment of debt | $ 31,000 | |||||||
Additional paid in capital decrease | 1,143,195 | |||||||
Net asset value | 2,575,202 | |||||||
Net adjustment to additional paid in capital decrease | 120,351 | |||||||
Assets assumed | 92,593 | |||||||
Cash received from reverse merger | $ 176,104 | |||||||
Mobile Data Systems, Inc.[Member] | ||||||||
Number of stock acquire during period, value | $ 190,000 | |||||||
Unsecured promissory note | $ 80,000 | |||||||
Unsecured promissory note bearing interest rate | 5.00% | |||||||
Cash received from related parties | $ 8,277 | |||||||
Note receivable | 80,000 | |||||||
Repayment of debt | 181,723 | |||||||
Equity transaction between related parties | $ 270,000 | |||||||
Mobile Data Systems, Inc.[Member] | Restricted Stock [Member] | ||||||||
Business acquisition price per share | $ 0.05 | |||||||
Authentic [Member] | ||||||||
Percentage of common stock outstanding | 68.60% | |||||||
Common stock outstanding | 15,151,800 | |||||||
Forward stock split | three-for-one (3:1) forward stock split | one-for-one basis | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Stock Purchase Agreement [Member] | ||||||||
Number of stock acquire during period | 2,750,000 | |||||||
Number of stock acquire during period, value | $ 2,750 | |||||||
Business acquisition price per share | $ 0.001 |
Stock and Asset Purchase Agre17
Stock and Asset Purchase Agreement - Schedule of Reverse Merger (Details) - USD ($) | Mar. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
Cash and cash equivalents | $ 52,341 | $ 37,174 | $ 60 | $ 739 | |
Accounts receivable | $ 162 | ||||
Accounts receivable - related party | $ 10,000 | ||||
Inventory | $ 2,961 | ||||
Prepaid expenses | $ 2,045 | ||||
Other receivable - related party | $ 18,000 | ||||
Total current assets | $ 57,509 | 65,174 | |||
Property and equipment, net | $ 12,927 | 13,607 | |||
Other assets | 1,018 | ||||
Total assets | $ 70,436 | $ 79,799 | |||
Cash overdraft | 4,137 | ||||
Accounts payable - related party | $ 105,188 | ||||
Notes payable | $ 774,089 | ||||
Due to related parties | $ 109,020 | 1,424,077 | |||
Total current liabilities | 292,912 | 2,761,720 | |||
Common stock | 15,755 | 10,394 | |||
Additional paid in capital | 75,014 | 876,408 | |||
Accumulated deficit | (336,245) | (3,716,357) | |||
Total stockholders' deficit | (222,476) | (2,829,555) | |||
Total Liabilities and Stockholders' Deficit | 70,436 | 79,799 | |||
APIC [Member] | |||||
Total stockholders' deficit | $ 75,014 | $ 876,408 | |||
Reverse Merger [Member] | APIC [Member] | |||||
Cash and cash equivalents | $ 176,103 | ||||
Accounts receivable | 163 | ||||
Accounts receivable - related party | (10,000) | ||||
Inventory | 2,961 | ||||
Prepaid expenses | 2,045 | ||||
Convertible note receivable | (80,000) | ||||
Other receivable - related party | $ (18,000) | ||||
Property and equipment, net | |||||
Other assets | $ (1,018) | ||||
Cash overdraft | (4,137) | ||||
Accounts payable | 506,392 | ||||
Accounts payable - related party | (10,000) | ||||
Accrued expenses | (5,957) | ||||
Notes payable | 740,000 | ||||
Convertible notes payable | (100,000) | ||||
Due to related parties | 1,284,057 | ||||
Preferred stock | (23,000) | ||||
Common stock | $ (4,758) | ||||
Additional paid in capital | |||||
Accumulated deficit | $ (3,718,397) | ||||
Total stockholders' deficit | |||||
Total Liabilities and Stockholders' Deficit | $ (1,263,545) | ||||
Reverse Merger [Member] | Consolidation Adjustments of MDS [Member] | |||||
Cash and cash equivalents | $ (11,507) | ||||
Accounts receivable | |||||
Accounts receivable - related party | $ (10,000) | ||||
Inventory | |||||
Prepaid expenses | |||||
Convertible note receivable | $ (80,000) | ||||
Other receivable - related party | $ (18,000) | ||||
Property and equipment, net | |||||
Other assets | $ (1,018) | ||||
Accounts payable | $ 562,650 | ||||
Accounts payable - related party | |||||
Accrued expenses | |||||
Notes payable | $ 740,000 | ||||
Convertible notes payable | |||||
Due to related parties | $ 1,393,077 | ||||
Preferred stock | |||||
Common stock | |||||
Additional paid in capital | |||||
Accumulated deficit | $ (3,718,397) | ||||
Total stockholders' deficit | |||||
Total Liabilities and Stockholders' Deficit | $ (1,143,195) | ||||
Reverse Merger [Member] | Consolidation Adjustments of Mojo [Member] | |||||
Cash and cash equivalents | 187,610 | ||||
Accounts receivable | $ 163 | ||||
Accounts receivable - related party | |||||
Inventory | $ 2,961 | ||||
Prepaid expenses | $ 2,045 | ||||
Other receivable - related party | |||||
Property and equipment, net | |||||
Other assets | |||||
Cash overdraft | $ (4,137) | ||||
Accounts payable | (56,258) | ||||
Accounts payable - related party | (10,000) | ||||
Accrued expenses | $ (5,957) | ||||
Notes payable | |||||
Convertible notes payable | $ (100,000) | ||||
Due to related parties | (109,020) | ||||
Preferred stock | (23,000) | ||||
Common stock | $ (4,758) | ||||
Additional paid in capital | |||||
Accumulated deficit | |||||
Total stockholders' deficit | |||||
Total Liabilities and Stockholders' Deficit | $ (120,351) | ||||
Reverse Merger [Member] | MDS [Member] | |||||
Cash and cash equivalents | $ 11,507 | ||||
Accounts receivable | |||||
Accounts receivable - related party | $ 10,000 | ||||
Inventory | |||||
Prepaid expenses | |||||
Convertible note receivable | $ 80,000 | ||||
Other receivable - related party | 18,000 | ||||
Total current assets | 119,507 | ||||
Property and equipment, net | 13,607 | ||||
Other assets | 1,018 | ||||
Total assets | 134,132 | ||||
Accounts payable | $ 562,650 | ||||
Accounts payable - related party | |||||
Accrued expenses | |||||
Notes payable | $ 740,000 | ||||
Convertible notes payable | |||||
Due to related parties | $ 1,393,077 | ||||
Total current liabilities | $ 2,695,727 | ||||
Preferred stock | |||||
Common stock | $ 10,394 | ||||
Additional paid in capital | 1,146,408 | ||||
Accumulated deficit | (3,718,397) | ||||
Total stockholders' deficit | (2,561,595) | ||||
Total Liabilities and Stockholders' Deficit | 134,132 | ||||
Reverse Merger [Member] | Mojo [Member] | |||||
Cash and cash equivalents | 187,610 | ||||
Accounts receivable | $ 163 | ||||
Accounts receivable - related party | |||||
Inventory | $ 2,961 | ||||
Prepaid expenses | $ 2,045 | ||||
Other receivable - related party | |||||
Total current assets | $ 192,779 | ||||
Property and equipment, net | |||||
Other assets | |||||
Total assets | $ 192,779 | ||||
Cash overdraft | 4,137 | ||||
Accounts payable | 56,258 | ||||
Accounts payable - related party | 10,000 | ||||
Accrued expenses | $ 5,957 | ||||
Notes payable | |||||
Convertible notes payable | $ 100,000 | ||||
Due to related parties | 109,020 | ||||
Total current liabilities | 285,372 | ||||
Preferred stock | 23,000 | ||||
Common stock | 15,152 | ||||
Additional paid in capital | 230,626 | ||||
Accumulated deficit | (361,371) | ||||
Total stockholders' deficit | (92,593) | ||||
Total Liabilities and Stockholders' Deficit | 192,779 | ||||
Reverse Merger [Member] | Surviving Company [Member] | |||||
Cash and cash equivalents | 187,610 | ||||
Accounts receivable | $ 163 | ||||
Accounts receivable - related party | |||||
Inventory | $ 2,961 | ||||
Prepaid expenses | $ 2,045 | ||||
Convertible note receivable | |||||
Other receivable - related party | |||||
Total current assets | $ 192,779 | ||||
Property and equipment, net | $ 13,607 | ||||
Other assets | |||||
Total assets | $ 206,386 | ||||
Cash overdraft | 4,137 | ||||
Accounts payable | 56,258 | ||||
Accounts payable - related party | 10,000 | ||||
Accrued expenses | $ 5,957 | ||||
Notes payable | |||||
Convertible notes payable | $ 100,000 | ||||
Due to related parties | 109,020 | ||||
Total current liabilities | 285,372 | ||||
Preferred stock | 23,000 | ||||
Common stock | 15,152 | ||||
Additional paid in capital | $ (117,138) | ||||
Accumulated deficit | |||||
Total stockholders' deficit | $ (78,986) | ||||
Total Liabilities and Stockholders' Deficit | $ 206,386 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 18, 2013 | Nov. 19, 2013 |
Convertible debt | $ 80,000 | |||||
Debt conversion price per share | $ 0.05 | |||||
Debt instruments interest rate | 5.00% | |||||
Stock price | $ 0.23 | |||||
Due to beneficial conversion feature debt discount | $ 80,000 | |||||
Debt discount amortization | $ 8,359 | |||||
Unamortized debt discount | 71,641 | |||||
Interest expense | 667 | |||||
Notes payable | 100,000 | |||||
Accrued interest | $ 815 | |||||
Repayments of debt | 31,000 | |||||
Consulting expenses | 64,004 | |||||
Rent expense | 2,500 | |||||
Due to related parties | 69,504 | |||||
Former President And Chief Financial Officer [Member] | ||||||
Due to officer | 109,020 | $ 109,020 | ||||
Convertible Promissory Notes One [Member] | ||||||
Debt conversion price per share | $ 0.25 | |||||
Debt instruments interest rate | 5.00% | |||||
Principal amounts | $ 50,000 | |||||
Debt converted into shares | 400,000 | |||||
Convertible Promissory Notes Two [Member] | ||||||
Debt conversion price per share | $ 0.25 | |||||
Debt instruments interest rate | 5.00% | |||||
Principal amounts | $ 50,000 | |||||
Debt converted into shares | 3,260 | |||||
Asset Purchase Agreement [Member] | ||||||
Asset purchase agreement relating to expenses | $ 35,684 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jan. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 |
Common stock issued for consulting services | 200,000 | ||
Common stock issued for consulting services, value | $ 46,000 | $ 46,000 | $ 1,000 |
Fair value of warrants | $ 45,940 | ||
Intrinsic value of warrants outstanding and exercisable | 0 | ||
Stock-based compensation | $ 0 | ||
Weighted average remaining life of warrants | 4 years 7 months 6 days | ||
Warrant [Member] | |||
Warrants issued for consulting services | 200,000 | ||
Warrant exercise price | $ .50 | $ 0.50 | |
Warrants term | 3 years | 5 years | |
Warrants volatility | 383.00% | ||
Warrants risk-free interest rate | 0.69% | ||
Warrants dividend yield | 0.00% | ||
Issuance of additional warrants to purchase of common stock | 200,000 | ||
Issuance of warrants to reverse merger | 1,500,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrant Activity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2014$ / sharesshares | |
Number of Warrants, Outstanding, Beginning balance | shares | |
Number of Warrants, Granted | shares | 1,700,000 |
Number of Warrants, Expired | shares | |
Number of Warrants, Exercised | shares | |
Number of Warrants, Outstanding, Ending balance | shares | 1,700,000 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.50 |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 0.50 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May. 16, 2014 | Jan. 31, 2014 |
Convertible note | $ 80,000 | |
Debt instruments interest rate | 5.00% | |
Debt instruments conversion price per share | $ 0.05 | |
Subsequent Event [Member] | ||
Convertible note | $ 50,000 | |
Debt instruments interest rate | 5.00% | |
Debt matuiry date | May 15, 2015 | |
Debt instruments conversion price per share | $ 0.25 |