Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Apr. 07, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | '800 Commerce, Inc. | ' |
Entity Central Index Key | '0001558465 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | ' | $0 |
Entity Common Stock, Shares Outstanding | ' | 19,950,000 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $3,912 | $40,618 |
Accounts receivable | 29,159 | 57,827 |
Prepaid expenses | ' | 21,250 |
Marketable securities | 72,150 | 152,000 |
Security deposit | ' | 2,500 |
Total current assets | 105,221 | 274,195 |
Patents pending | 33,950 | 32,500 |
Property and equipment, net | 2,512 | 979 |
Total assets | 141,683 | 307,674 |
Current Liabilities: | ' | ' |
Accounts payable and accrued expenses | 76,697 | 68,594 |
Due to stockholder | 174,408 | 59,186 |
Convertible promssory note, net of discount $22,465 (2012) | 7,000 | 27,535 |
Derivative liability | 6,373 | 40,000 |
Total current liabilities | 264,478 | 195,315 |
Stockholders' Equity: | ' | ' |
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued | ' | ' |
Common stock, $.001 par value; 90,000,000 shares authorized; 19,950,000 (2013) and 19,050,000 (2012) shares issued and outstanding | 19,950 | 19,050 |
Additional paid-in capital | 1,418,879 | 1,022,450 |
Deferred equity consideration | ' | -72,917 |
Accumulated comprehensive income loss | -51,350 | -38,000 |
Accumulated deficit | -1,510,274 | -818,224 |
Total stockholders' equity | -122,795 | 112,359 |
Total liabilities and stockholders' equity | $141,683 | $307,674 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 90,000,000 | 90,000,000 |
Common Stock, shares issued | 19,950,000 | 19,050,000 |
Common Stock, shares outstanding | 19,950,000 | 19,050,000 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Fee revenue, net | $365,582 | $121,904 |
Cost of revenue | 464,227 | 1,561,163 |
Gross profit loss | -98,645 | -34,259 |
Operating expenses: | ' | ' |
Salaries and management fees | 555,716 | 385,226 |
Rent | 21,087 | 16,694 |
Travel and entertainment | 8,983 | 22,830 |
Transfer agent and filing fees | 13,274 | 11,148 |
Professional and consulting fees | 28,762 | 74,911 |
Software development and internet expenses | 5,394 | 28,873 |
Other general and administrative | 11,228 | 28,189 |
Total operating expenses | 644,444 | 567,871 |
Operating loss | -743,089 | -602,130 |
Other income (expense): | ' | ' |
Interest expense | -25,099 | -29,737 |
Change in fair market value of derivative liabilities | 8,298 | 10,000 |
Gain on sale of marketable securities | 678,410 | ' |
Total other income, net | 51,039 | -19,737 |
Net loss | -692,050 | -621,867 |
Other Comprehensive gain (loss), net of tax: | ' | ' |
Unrealized (loss) gain on marketable securities | 41,191 | 114,000 |
Less reclassification adjustment for gains included in net loss | 67,840 | ' |
Other comprehensive (loss) gain | 41,191 | 114,000 |
Comprehensive loss | ($650,859) | ($507,867) |
Net loss per share | ($0.04) | ($0.04) |
Weighted average number of common shares outstanding Basic and diluted | 19,529,670 | 15,195,723 |
Shareholders_Equity
Shareholders Equity (USD $) | Common Stock | Additional Paid-In Capital | Deferred Customer Acquisition Cost | Accumulated Comprehensive Loss | Accumulated Deficit | Total |
Beginning Balance, amount at Dec. 31, 2011 | $9,999 | $313,301 | ' | ($152,000) | ($196,357) | ($25,057) |
Beginning Balance, shares at Dec. 31, 2011 | 9,999,000 | ' | ' | ' | ' | ' |
Common stock issued for cash, shares | 5,050,000 | ' | ' | ' | ' | ' |
Common stock issued for cash, amount | 5,050 | 249,950 | ' | ' | ' | 255,000 |
Common stock issued for services, shares | 3,401,000 | ' | ' | ' | ' | ' |
Common stock issued for services, amount | 3,401 | 120,799 | ' | ' | ' | 124,200 |
Common stock issued for assignment of patent pending, shares | 100,000 | ' | ' | ' | ' | ' |
Common stock issued for assignment of patent pending, amount | 100 | 24,900 | ' | ' | ' | 25,000 |
Common stock issued for customer assignment agreement, shares | 500,000 | ' | ' | ' | ' | ' |
Common stock issued for customer assignment agreement, amount | 500 | 124,500 | -125,000 | ' | ' | ' |
Amortization of deferred customer acquisition cost, shares | ' | ' | ' | ' | ' | ' |
Amortization of deferred customer acquisition cost, amount | ' | ' | 52,083 | ' | ' | 52,083 |
Vestin of common stock option, shares | ' | ' | ' | ' | ' | ' |
Vestin of common stock option, amount | ' | 189,000 | ' | ' | ' | 189,000 |
Unrealized gain on parent common stock, shares | ' | ' | ' | ' | ' | ' |
Unrealized gain on parent common stock, amount | ' | ' | ' | 114,000 | ' | 114,000 |
Net (Loss) | ' | ' | ' | ' | -621,867 | -621,867 |
Ending balance, amount at Dec. 31, 2012 | 19,050 | 1,022,450 | -72,917 | -38,000 | -818,224 | 112,359 |
Ending balance, shares at Dec. 31, 2012 | 19,050,000 | ' | ' | ' | ' | ' |
Common stock issued for assignment of patent pending, shares | 900,000 | ' | ' | ' | ' | ' |
Common stock issued for assignment of patent pending, amount | 900 | 224,100 | ' | ' | ' | 225,000 |
Amortization of deferred customer acquisition cost, shares | ' | ' | ' | ' | ' | ' |
Amortization of deferred customer acquisition cost, amount | ' | ' | 72,917 | ' | ' | 72,917 |
Vestin of common stock option, shares | ' | ' | ' | ' | ' | ' |
Vestin of common stock option, amount | ' | 147,000 | ' | ' | ' | 147,000 |
Redemed convertible notes, shares | ' | ' | ' | ' | ' | ' |
Redemed convertible notes, anount | ' | 25,329 | ' | ' | ' | 25,329 |
Reclassification adjustment for gains included in net loss, shares | ' | ' | ' | ' | ' | ' |
Reclassification adjustment for gains included in net loss, amount | ' | ' | ' | -67,840 | ' | -67,840 |
Unrealized gain on parent common stock, shares | ' | ' | ' | ' | ' | ' |
Unrealized gain on parent common stock, amount | ' | ' | ' | 54,490 | ' | 54,490 |
Net (Loss) | ' | ' | ' | ' | -692,050 | -692,050 |
Ending balance, amount at Dec. 31, 2013 | ' | ' | ' | ' | ($692,050) | ($122,795) |
Ending balance, shares at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($692,050) | ($621,867) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 396 | 209 |
Amortization of discount on convertible note | 22,465 | 27,535 |
Amortization of deferred customer acquisition costs | 72,917 | 52,083 |
Change in fair market value of derivative liabilities | -8,298 | -10,000 |
Stock based compensation | 372,000 | 294,450 |
Gains on sales of marketable securities | -67,840 | ' |
Change in operating assets and liabilities: | ' | ' |
Decrease (increase) in accounts receivable | 28,668 | -56,684 |
Decrease in prepaid assets | 21,250 | ' |
Decrease in security deposit | 2,500 | ' |
Decrease in accounts payable and accrued expenses | 8,105 | 69,743 |
Net cash used in operating activities | -239,887 | -244,531 |
Cash flows from investing activities: | ' | ' |
Proceeds from sales of marketable securities | 134,338 | ' |
Purchase of computer equipment | -1,929 | -1,188 |
Payment of patent cost | -1,450 | -5,650 |
Net cash provided by (used in) investing activities | 130,959 | -6,838 |
Cash flows from financing activities: | ' | ' |
Proceeds from sale of common stock | ' | 255,000 |
Proceeds from issuance of convertible note | ' | 50,000 |
Advances from stockholder | 115,222 | ' |
Repayments of amounts due shareholders | ' | -13,748 |
Repayments of convertible note | -43,000 | ' |
Net cash (used in) provided by financing activities | 72,222 | 291,252 |
Net (decrease) increase in cash and cash equivalents | -36,706 | 39,883 |
Cash and cash equivalents, beginning | 40,618 | 735 |
Cash and cash equivalents, ending | 3,912 | 40,618 |
Cash paid for interest | ' | ' |
Cash paid for income taxes | ' | ' |
Schedule of Non-Cash Investing and Financing Activities | ' | ' |
Issuance of common stock for prepaid consulting fees | ' | 50,000 |
Reclassification of derivative liability upon repayment of convertible debt | 25,329 | ' |
Patent costs included in accounts payable | $4,125 | $1,850 |
1_ORGANIZATION
1 ORGANIZATION | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ORGANIZATION | ' |
NOTE 1 - ORGANIZATION | |
BUSINESS | |
800 Commerce, Inc. (the “Company” or “800 Commerce”) was formed in the State of Florida on February 10, 2010. The Company was founded for the purpose of marketing credit card processing services on behalf of merchant payment processing service providers. The Company commenced revenue producing activities based on the marketing of credit processing services in March 2010 by way of fees received from merchant payment processing service providers on whose behalf the Company brokers their processing services. On August 1, 2012, the Company began to receive additional revenue pursuant to a processing service provider’s assignment (the “Assignment Agreement”) to the Company of a portion of its fee income under one or more of its service contracts in exchange for the issuance of 500,000 shares of our common stock. | |
In addition to marketing credit card processing services, the Company also has developed on-line portals and mobile applications offering directories of professional service providers. The Company has completed its’ initial on-line portal and mobile application dedicated to a directory of medical doctors, however the Company has not commenced revenue producing operations by way of the medical directory. The Company expects to commence the marketing of the medical directory in the second quarter of 2014, and hopes to commence receipt of revenue from the marketing of the medical directory either in the second or third quarter of 2014. | |
On August 9, 2013, the Securities and Exchange Commission (the “SEC”) declared effective the Company’s Registration Statement on Form S-1/A, whereby the Company has registered the 6,000,000 shares of common stock owned by Mediswipe. Mediswipe distributed the 6,000,000 shares of common stock to their shareholders of record as of September 3, 2013. The shares were distributed on September 4, 2013. | |
In September 2013, the Company engaged a broker dealer, who has filed a Form 211 Application with the Financial Industry Regulatory Authority (“FINRA”) in order to obtain a symbol for quotation. The broker dealer is working with FINRA’s staff’s requests of the broker dealer in order to continue the review process. The Company and its counsel are closely monitoring the broker dealer’s response to FINRA. Pursuant to the SEC Rule 15C2-11, only the broker dealer can communicate with FINRA regarding this process. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
BASIS OF PRESENTATION | |||||||||||||
The financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). | |||||||||||||
RESTATEMENT | |||||||||||||
The financial statements for the year ended December 31, 2012 have been restated to defer the recognition of the fair value of common stock issued pursuant to the Assignment Agreement (Note 9), which was previously expensed during 2012. The restatement provides for the deferral and the recognition into expense over the one year term of the agreement. The restatement also reclassifies the expensed portion from sales and marketing to cost of sales. | |||||||||||||
The following table presents the effect of the restatement adjustments on the affected line items in the previously reported statement of operations for the year ended December 31, 2012. The restatement adjustments did not affect the statements of cash flows for the year ended December 31, 2012 or the December 31, 2012 balance sheet with the exception of the decrease in retained deficit of $72,917, an increase in the amortization of $52,083 and an increase of deferred equity consideration of $72,917. All related amounts have been restated as appropriate within these financial statements. | |||||||||||||
Year Ended December 31, 2012 | As reported | Adjustments | Restated | ||||||||||
Cost of revenues | $ | 101,580 | $ | 52,083 | $ | 153,663 | |||||||
Gross profit | 20,324 | (52,083 | ) | (31,759 | ) | ||||||||
Sales and marketing expenses | 510,226 | (125,000 | ) | 385,226 | |||||||||
Total operating expenses | 695,371 | (125,000 | ) | 570,371 | |||||||||
Operating loss | (675,047 | ) | 72,917 | (602,130 | ) | ||||||||
Net loss | (694,784 | ) | (72,917 | ) | (621,867 | ) | |||||||
Comprehensive loss | (580,784 | ) | 72,917 | (507,867 | ) | ||||||||
Net loss per share | $ | (0.05 | ) | $ | 0.01 | $ | (0.04 | ) | |||||
EMERGING GROWTH COMPANY | |||||||||||||
We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. | |||||||||||||
USE OF ESTIMATES | |||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. | |||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||
The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. | |||||||||||||
ACCOUNTS RECEIVABLE | |||||||||||||
The Company records accounts receivable from amounts due from its processors. The processor charges certain merchants for processing services at a bundled rate based on a percentage of the dollar amount of each transaction and, in some instances, additional fees are charged for each transaction. The Company charges other merchant customers a flat fee per transaction, and may also charge miscellaneous fees to customers, including fees for returns, monthly minimums, and other miscellaneous services. All the charges and collections thereon flow through processors who then remit the fee due the Company within the month following the actual charges. | |||||||||||||
MARKETABLE SECURITIES | |||||||||||||
The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred. | |||||||||||||
PATENTS | |||||||||||||
The Company capitalizes patent pending acquisition costs, legal fees and filing costs associated with the development and filing of its patents. Patents are generally amortized over an estimated useful life of 15 years using the straight-line method beginning on the issue date. No amortization expense was recorded during the years ended December 30, 2013 and 2012, as the Company’s patents are still pending as of December 31, 2013. | |||||||||||||
REVENUE RECOGNITION | |||||||||||||
The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company recognizes revenue during the month in which commissions are earned. | |||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||
Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. | |||||||||||||
The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||
The three hierarchy levels are defined as follows: | |||||||||||||
Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; | |||||||||||||
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | |||||||||||||
Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. | |||||||||||||
The Company's financial instruments that are adjusted to fair value at each balance sheet date are marketable securities and derivative liabilities. Marketable securities are adjusted to fair value each balance sheet date, based on quoted prices; which are considered level 1 inputs (see Note 5). The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. | |||||||||||||
The Company’s derivative liability resulting from the issuance of convertible debt is adjusted to fair value based on recent sales of the underlying common stock and the use of an option pricing model, which are consistent with level 3 inputs. See Note 6. | |||||||||||||
The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of December 31 and December 31, 2012 for each fair value hierarchy level: | |||||||||||||
31-Dec-13 | Derivative | Marketable | Total | ||||||||||
Liability | Securities | ||||||||||||
Level I | $ | — | $ | 72,150 | $ | 72,150 | |||||||
Level II | $ | — | $ | — | $ | — | |||||||
Level III | $ | 6,373 | $ | — | $ | 6,373 | |||||||
31-Dec-12 | |||||||||||||
Level I | $ | — | $ | 152,000 | $ | 152,000 | |||||||
Level II | $ | — | $ | — | $ | — | |||||||
Level III | $ | 40,000 | $ | — | $ | 40,000 | |||||||
The carrying amount of the Company’s accounts payable and accrued expenses, due to stockholders and convertible debt approximate fair value due to their short term. | |||||||||||||
INCOME TAXES | |||||||||||||
The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. The Company records a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. | |||||||||||||
ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties. | |||||||||||||
The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The Company’s tax years subsequent to 2010 remain subject to examination by federal and state tax jurisdictions. | |||||||||||||
EARNINGS (LOSS) PER SHARE | |||||||||||||
The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Potentially dilutive securities for the year ended December 31, 2013 are 1,672,499 consisting of 72,499 shares of common stock underlying convertible debt and options to purchase 1,600,000 shares of common stock were not included in the calculation of diluted loss per share because their impact was anti-dilutive. | |||||||||||||
ACCOUNTING FOR STOCK-BASED COMPENSATION | |||||||||||||
The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided. | |||||||||||||
COMPREHENSIVE INCOME | |||||||||||||
The Company has adopted ASC Topic 220, "Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Items included in the Company’s comprehensive loss consist of unrealized losses on available-for-sale securities. |
3_RECENT_ACCOUNTING_PRONOUNCEM
3 RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS | |
Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
4_SALES_CONCENTRATION_AND_CONC
4 SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2013 | |
Concentration Risks, Types, No Concentration Percentage [Abstract] | ' |
SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK | ' |
NOTE 4 – SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK | |
Cash | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insured institution insures up to $250,000 on account balances. The amounts that are not insured by FDIC limitations are held in short-term securities. The Company has not experienced any losses in such accounts. | |
Sales | |
For the years ended December 31, 2013 and 2012, approximately 97% and 91%, respectively, of the Company’s revenues for each period, were received from one merchant service provider, pursuant to an Assignment Agreement (see Note 9). As of December 31, 2013 the Company had $29,008 (99% of accounts receivable) in accounts receivable from the same merchant service provider. The Company relies on a few processors to provide, on a non-exclusive basis, transaction processing and transmittal, transaction authorization and data capture, and access to various reporting tools. |
5_MARKETABLE_SECURITES
5 MARKETABLE SECURITES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Marketable Securities [Abstract] | ' | ||||||||
MARKETABLE SECURITES | ' | ||||||||
NOTE 5 - MARKETABLE SECURITES | |||||||||
The Company’s marketable securities consist solely of 650,000 and 1,000,000, as of December 31, 2013 and December 31, 2012, respectively, of shares of Mediswipe, Inc.’s (“Mediswipe”) common stock, issued to the Company in connection with the Company’s formation in 2010. The Mediswipe share amounts reflect a 1-for-10 reverse stock split effective December 11, 2013. The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred. During the year ended December 31, 2013, the Company sold 350,000 shares of stock and recognized a gain of $67,840. The fair value of the Company’s holdings in Mediswipe’s common stock totaled $72,150 and $152,000 as of December 31, 2013 and December 31, 2012, respectively. | |||||||||
The following summarizes the carrying value of marketable securities as of December 31, 2013 and December 31, 2012: | |||||||||
2013 | 2012 | ||||||||
Historical cost | $ | 123,500 | $ | 190,000 | |||||
Unrealized loss included in accumulated other comprehensive loss | (51,350 | ) | (38,000 | ) | |||||
Net carrying value | $ | 72,150 | $ | 152,000 |
6_RELATED_PARTY_TRANSACTIONS
6 RELATED PARTY TRANSACTIONS | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Related Party Transactions [Abstract] | ' | ||||
RELATED PARTY TRANSACTIONS | ' | ||||
NOTE 6 – RELATED PARTY TRANSACTIONS | |||||
Management fees | |||||
During the years ended December 31, 2013 and 2012 the Company expensed management fees of $54,000 and $25,507, respectively to or on behalf of the Company’s President, B. Michael Friedman, and $36,000 and $22,000, respectively, to the Company’s Chief Financial Officer, Barry Hollander. Effective May 1, 2013, the Company agreed to compensate Mr. James Canton $100,000 annually for his services as Chairman of the board of directors. Mr. Canton can elect to receive his compensation in cash or common stock of the Company. Accordingly, the Company has included $66,667 in management fees for the year ended December 31, 2013. On June 20, 2013, the Company authorized the issuance of 900,000 shares of common stock pursuant to a patent assignment with Mr. Canton, the Chairman of the Board of Directors of the Company at the time (resigned January 15, 2014). The Company recorded the excess of the fair value of the shares over the director’s historical cost basis as compensation expense equal to $225,000. Amounts due stockholders on the balance sheet as of December 31, 2013 include Mr. Friedman ($32,847) and Mr. Canton ($66,667). | |||||
During the year ended December 31, 2012, the Company also issued 366,000 shares of its common stock to the CFO. The shares were valued at $0.033 per share, the last price for common stock sold in the Company’s private placements prior to this issuance. | |||||
Amounts due Mediswipe, Inc. | |||||
As of December 31, 2012, Mediswipe owned 6,000,000 shares of the Company’s common stock, representing approximately 32% of the Company’s outstanding common stock. Effective September 4, 2013, Mediswipe distributed the 6,000,000 shares of the Company’s common stock to their shareholders of record as of September 3, 2013 (see Note 1). The Company owed Mediswipe $73,894 and $56,186 as of December 31, 2013 and December 31, 2012, respectively, as a result of advances received from or payments made by Mediswipe on behalf of the Company. These advances are non-interest bearing and are due on demand and are included in amounts due stockholders on the December 31, 2013, balance sheet herein. | |||||
Convertible Promissory Note | |||||
In May 2012, the Company entered into a note agreement with Mr. Scott Climes, our Chief Executive Officer and a member of our board of directors, for the issuance of a convertible promissory note in the amount of $50,000 (the “Note”). Among other terms the Note was due one year from its issuance date, bears interest at 8% per annum, payable in cash or shares at the Conversion Price as defined herewith, and is convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 65% of the lowest closing bid price within five days of any conversion. Additionally, there are limitations on the holder’s right to convert whereby there cannot be any conversion that would cause the holders beneficial ownership to exceed 4.9% of the total issued and outstanding common stock of the Company. Upon the occurrence of an event of default, as defined in the Note, the Company is required to pay interest at 12% per annum and the holders may at their option declare the Note, together with accrued and unpaid interest, to be immediately due and payable. In addition, the Note provides for adjustments for dividends payable other than in shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. The Company must maintain sufficient authorized shares reserved for issuance under the Note. During the year ended December 31, 2013, the Company repaid $43,000 of the Note. As of December 31, 2013, the balance of the Note is $7,000 and is past due. | |||||
The Company has determined that the conversion feature of the Note represents an embedded derivative since the Note is convertible into a variable number of shares upon conversion. Accordingly, the Note is not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the Note. Such discount will be accreted from the date of issuance to the maturity date of the Note. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each quarter, with the offset to the derivative liability on the balance sheet. The beneficial conversion feature included in the Note resulted in an initial debt discount of $50,000 and an initial loss on the valuation of derivative liabilities of $1,282 based on the initial fair value of the derivative liability of $51,282. | |||||
At December 31, 2012, the Company revalued the embedded derivative liability. For the period from issuance to December 31, 2012, the Company decreased the derivative liability of $51,282 by $11,282 resulting in a derivative liability of $40,000 at December 31, 2012. On the dates of repayment of $43,000 of principal, the Company reclassed the fair value of related conversion feature, $25,329, to additional paid in capital. Based on the December 31, 2013 note balance of $7,000, and the value of the embedded derivative liability, the Company further decreased the derivative liability of by $8,298 resulting in a derivative liability balance of $6,373 at December 31, 2013. | |||||
The fair value of the embedded derivative liability was calculated at December 31, 2013 utilizing the following assumptions: | |||||
Assumed Conversion Price | Volatilty Percentage | Risk-free | |||
Fair Value | Term | Interest Rate | |||
$6,373 | 1 month | $0.16 | 171% | 0.02% |
7_STOCK_HOLDERS_EQUITY
7 STOCK HOLDER'S EQUITY | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stockholders' Equity: | ' | ||||||||||||
COMMON STOCK | ' | ||||||||||||
NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||||
Common Stock | |||||||||||||
On June 20, 2012 the board of directors approved a stock dividend whereby the Company issued two (2) additional shares of common stock for each share of common stock outstanding. Accordingly, the Company issued 12,000,000 shares of common stock (the “Dividend Shares”) on July 5th, 2012. Immediately subsequent to the issuance of the Dividend Shares, the Company had 18,000,000 shares of common stock issued and outstanding. All the following share issuances are stated to reflect the forward stock split. | |||||||||||||
In May 2012, the Company received proceeds of $155,000 upon the sale of 4,650,000 shares of its restricted common stock to five accredited investors. The shares of common stock were sold for $0.0333 per share. | |||||||||||||
On June 10, 2012 the Company issued 1,500,000 shares of restricted common stock for future services pursuant to a Business Development and Consulting Agreement (“BDCA”). Additionally, the Consultant received $10,000 and will also be compensated a five percent (5%) override on all residual income for the life of any business development contracts executed by the Company. The shares were valued at $50,000 ($0.0333 per share) and are being amortized over the one year term of the BDCA, accordingly the Company expensed $31,250 (included in stock based compensation) for the year ended December 31, 2012 | |||||||||||||
Also on June 10, 2012, the Company issued 1,851,000 shares of restricted common stock for services. Of the shares issued 366,000 where issued to the Company’s CFO, 750,000 shares were issued for legal services and 735,000 were issued for office administration services. All of these shares were valued at $0.0333 per share, the price that the Company sold shares of its common stock in the most recent private placement prior to the issuances. The Company has included $61,700 in stock based compensation for the year ended December 31, 2012, related to these issuances. | |||||||||||||
On August 1, 2012 the Board of Directors of the Company authorized the Company to issue 100,000 shares of restricted common stock to Dr. James Canton, for his transfer to the Company, of patent pending technology regarding transactional services. The patent pending technology allows users to effect transactions such as purchasing goods, obtaining information, insurance or personal services using networks such as the Internet. | |||||||||||||
On August 1, 2012 the Company issued 500,000 shares of restricted common stock to PayVentures, LLC, pursuant to a series of agreements (see Note 9). | |||||||||||||
In September and October 2012, the Company received proceeds of $100,000 upon the sale of 400,000 shares of its restricted common stock to five accredited investors. The shares of common stock were sold for $0.25 per share. | |||||||||||||
On December 12, 2012 the Company issued 50,000 shares of restricted common stock to Greentree Financial Group, Inc. for consulting services. The shares were valued at $0.25 per share, the price that the Company sold shares of its common stock in the most recent private placement prior to the issuance. The Company has included $12,500 in stock based compensation for the year ended December 31, 2012, related to these issuances. | |||||||||||||
On June 20, 2013, the Company authorized the issuance of 900,000 shares of common stock pursuant to a patent assignment agreement. The patent was assigned to the Company by James Canton, the Chairman of the Board of Directors of the Company at the time (resigned January 15, 2014). The Company recorded the excess of the fair value of the shares over the director’s historical cost basis as compensation expense equal to $225,000. | |||||||||||||
As of December 31, 2013 and December 31, 2012 there were 19,950,000 and 19,050,000 par value $0.001, shares of common stock outstanding, respectively. | |||||||||||||
STOCK Options | |||||||||||||
Effective August 1, 2012 the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”) whereby the Company has reserved five million shares of common stock to be available for grants pursuant to the 2012 Plan. | |||||||||||||
Effective August 1, 2012, the Company entered into two Advisory Board Agreements (“ABA”) pursuant to which, the Company granted to each of Dr. James Canton and Mr. Scott Climes a non-qualified stock option to purchase 800,000 shares of common stock of the Company at an exercise price of $0.30 per share. The options were granted under the 2012 Plan and have a three year term. Mr. Climes is now a member of the board of directors of the Company and Dr. Canton is the Chairman of the board of directors of the Company. Pursuant to each ABA, 200,000 options immediately vested and an additional 50,000 vest under each ABA at the end August 2012 and for the following eleven months, as long as Messrs. Climes and Canton remain as a director. | |||||||||||||
A summary of the activity of options for the year ended December 31, 2013 is as follows: | |||||||||||||
Options | Weighted-Average | Weighted- Average | |||||||||||
exercise | grant date | ||||||||||||
price | fair value | ||||||||||||
Balance January 1, 2012 | - | - | - | ||||||||||
Options granted | 1,600,000 | $ | 0.3 | $ | 0.21 | ||||||||
Balance December 31, 2012 | 1,600,000 | $ | 0.3 | $ | 0.21 | ||||||||
Outstanding as of December 31, 2013 | 1,600,000 | $ | 0.3 | $ | 0.21 | ||||||||
Exercisable as of December 31, 2013 | 1,600,000 | $ | 0.3 | $ | 0.21 | ||||||||
The fair value for these options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: | |||||||||||||
Expected Volatility | 167 | % | |||||||||||
Expected Dividend Yield | 0 | % | |||||||||||
Expected Life (Term) | 3 years | ||||||||||||
Risk-Free Interest Rate | 0.30 | % | |||||||||||
During the year ended December 31, 2012 a total of 900,000 of the options vested and the Company recognized $189,000 of stock based compensation. | |||||||||||||
During the year ended December 31, 2013 a total of 700,000 of the options vested and the Company recognized $147,000 of stock based compensation. | |||||||||||||
As of December, 2013, the remaining term of the options is 1.58 years, and 3,400,000 options are available for future grants under the 2012 Plan. All options are fully vested as of December 31, 2013,and no future expense related to these options is anticipated. |
8_INCOME_TAXES
8 INCOME TAXES | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
NOTE 8 – INCOME TAXES | |
Deferred income taxes reflect the net tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance at December 31, 2013 and December 31, 2012. | |
As of December 31, 2013, the Company had a tax net operating loss carry forward of approximately $385,000. Any unused portion of this carry forward expires in 2030. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382. |
9_COMMITMENTS_AND_CONTINGENCIE
9 COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 9 – COMMITMENTS AND CONTINGENCIES | |
The Company is not a party to any litigation and, to its knowledge, no action, suit or proceeding has been threatened against the Company. | |
Effective June 1, 2013, the Company began leasing office space in an office building in Detroit, Michigan. The lease covers approximately 1,722 square feet for two years with monthly rent of $1,950 for the first year and $2,010 for the second year. The Company leased the space for corporate offices as well as for plans of a call center for marketing the Company’s directory business. Rent expense for the year ended December 31, 2013 and 2012, was $21,087 and $16,694, respectively. In November 2013, the Company was notified that the landlord was delinquent in their obligations to the mortgage holder of the building where the Company is leasing its office space. | |
Other Agreements | |
Our business agreements consist primarily of banking ISO agreements and technology licensing agreements. Banking agreements are typically agreements with merchant banks which provide all direct relationships with the credit card issuing banks, PCI compliant gateways for our merchant processing clients and administrative functions. These agreements typically involve a split of the fees received between the banks and the Company based on interchange rate, agent commissions, or a fixed fee per transaction. Licensing agreements are infrastructure in nature and establish the connection to the end user that enables the Company to deliver and collect payment for the transacted media content or service application. Licensing agreements typically involve a split of the fees received between the technology provider, carriers and the Company. | |
On August 1, 2012 the Company entered into a series of agreements with Payventures, LLC (“PV”) and Payventures Tech, LLC (“PVTECH”). PV operates a business of promoting merchant services offered by certain banks, including credit and debit card transaction processing and network services (“Merchant Services”) to merchants. Pursuant to an Assignment Agreement (“PAA”) between PV and the Company PV assigned fifty percent (50%) of PV’s rights to receive residual payments from certain Assigned Customer(s), in exchange for five hundred thousand (500,000) shares of the Company’s restricted common stock. The term of the Assignment Agreement commences on the Effective Date and shall continue for a period of one (1) year after which it shall renew for successive one year terms automatically, unless terminated in accordance with the terms thereof. Either party has the right to terminate this Agreement at the end of the then current Term, upon thirty (30) days prior written notice to the other party. PV may terminate this Agreement at any time on thirty (30) days written notice to the Company provided however, that if such termination is without default or other material cause by the Company, then PV shall continue to pay the referral fees contemplated therein despite such termination, subject to the other provisions thereof that survive termination. In addition, PV may terminate the assignment of the Assigned Customer, and any obligation to pay the share of the Assigned Customer residual to the Company, upon thirty (30) days prior notice to the Company. PV may terminate the assignment of the Assigned Customer and substitute one or more comparable Assigned Customers upon thirty (30) days prior notice to the Company. PV shall not be required to replace an Assigned Customer if such Assigned Customer terminates its merchant account with PV. | |
Effective October 1, 2012, PV and the Company entered into the First Amendment to Assignment Agreement (the “Amendment”). The Amendment replaces the assignment to the Company of 50% of PV’s residuals from the initial Assigned Customer to the assignment of 30% of PV’s residual payments received from a newly Assigned Customer, and such account shall henceforth be the Assigned Customer under the Assignment Agreement. | |
PV and the Company also entered into a Consulting Agreement, whereby PV will provide services to the Company, including; coordination of mobile messaging services, customer contact, customer assistance services and merchant acquisition and processing services. PV will be compensated at their standard hourly rate for such services. The term of the Consulting Agreement commences on the Effective Date and shall continue for a period of one (1) year, after which it shall renew for successive one year terms automatically, unless terminated in accordance with the terms thereof. Either Party hereto has the right to terminate the Consulting Agreement at any time on thirty (30) days written notice. | |
Also on August 1, 2012, PV and the Company executed an Agent Referral Agreement, whereby PV will compensate the Company for any customer referred to PV by the Company that subsequently utilizes PV’s Merchant Services. The term of the Agent Referral Agreement is for two years and automatically renews for each year thereafter (the “Term”) unless 60 days prior written notice is given by either party. | |
PVTECH and the Company entered into a Hosted Platform License & Services Agreement (“HPLSA”) whereby PVTECH will provide the Company access to their hosted ecommerce and processing platform products, as well as related services and support. Pursuant to the terms of the agreement, the Company will pay PVTECH a monthly licensing fee of $2,500 and a transaction fee of $0.07 per transaction, that beginning in April 2013, has a minimum transaction fee of $2,500 per month. Accordingly the Company has recorded, as part of cost of sales, $30,000 and $10,000 for the hosting fees for the years ended December 31, 2013 and 2012, respectively, and $30,000 and $0, respectively, for the minimum transaction fees for the years ended December 31, 2013 and 2012. The term of the HPSLA shall be for one (1) year, with automatic renewals for successive one (1) year terms thereafter (each a "Renewal Term") until either party gives written notice to terminate the HPLSA no less than three (3) calendar months prior to the commencement of a Renewal Term. Either party may terminate the HPLSA: (a) upon a material breach by the other party if such breach is not cured within thirty (30) days following written notice to the breaching party; or (b) where the other party is subject to a filed bankruptcy petition or formal insolvency proceeding that is not dismissed within thirty (30) days. | |
On August 7, 2012, the Company entered into a Client Agreement with 3Cinteractive, LLC. (“3Ci”). 3Ci will make available to the Company their “Switchblade Platform”. The Switchblade Platform enables users to send and receive SMS messages directly to and from US Mobile Operator subscribers. The service includes, web-based, API and file based interfaces to facilitate interactions between the Company and the Company’s clients. The platform provides full service SMS services including but not limited to the ability to create and manage interactive workflows, keyboard campaigns, text –to-screen, immediate or schedules broadcasts, post notification services, dynamic group management, external API access, mobile configuration and reporting. Pursuant to the agreement, the Company incurred a $2,500 set-up fee, and will be charged monthly, beginning one month from the billing activation date. The initial three months were $1,500, $2,000 and $2,500 respectively, and beginning in the fourth month from billing activation, the Company will incur a monthly fee of $3,000 as well $1,100 for our vanity short code (800 Commerce). The Company has received a letter of default from 3Ci regarding past amounts due of $18,500 and all services provided by 3Ci have been terminated. | |
The Company, through an agreement with Interactive MD, LLC (“iMD”) plans to market iMD’s telehealth services to consumers and employers. Our plan is to allow consumers and employers via a link from the my800doctor.com website to be able purchase various types of monthly memberships from iMD. If successful, 800 Commerce would receive a referral fee of $10 from iMD per member per month (“PMPM”) via the affiliate agreement, irrespective of the type of membership. |
10_GOING_CONCERN
10 GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN | ' |
NOTE 10 – GOING CONCERN | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2013, the Company had an accumulated deficit of approximately $1,285,274. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Management’s Plans | |
The Company generates revenue from our marketing of credit processing services by way of fees collected from merchant payment processing service providers on whose behalf we broker their processing services. On August 1, 2012, the Company began to receive additional revenue pursuant to a processing service provider’s assignment to us of a portion of its fee income under one of its service contracts in exchange for the issuance of 500,000 shares of the Company’s common stock. During the year ended December 31, 2013, the Company also sold 350,000 shares of MediSwipe common stock it owned and has realized proceeds of approximately $134,000 from the sales. | |
The Company intends to begin marketing of the on-line portals and mobile applications that it has developed, offering directories of professional service providers. The Company has completed its’ initial on-line portal and mobile application dedicated to a directory of medical doctors, however the Company has not yet begun revenue producing of the medical directory. The Company expects to commence the marketing of the medical directory during 2014, and hope to commence receipt of revenue from the marketing of the medical directory during 2014. The Company has also completed the development of its second on-line portal and mobile application; a directory of lawyers. |
11_SUBSEQUENT_EVENTS
11 SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
NOTE 11 b SUBSEQUENT EVENTS | ' |
NOTE 11 – SUBSEQUENT EVENTS | |
In January 2014, due to the uncertainty of the Company’s lease in Detroit, Michigan, the Company decided to relocate its administrative offices to West Palm Beach, Florida. Effective April 1, 2014, the Company has entered into a rent sharing agreement for the use of 1,300 square feet with a company controlled by the Company’s CFO. The Company has agreed to pay $750 per month for the space. | |
In January 2014, the Company sold 50,000 shares of Mediswipe’s common stock and realized proceeds of $17,025. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
BASIS OF PRESENTATION | ' | ||||||||||||
BASIS OF PRESENTATION | |||||||||||||
The financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). | |||||||||||||
RESTATEMENT | ' | ||||||||||||
RESTATEMENT | |||||||||||||
The financial statements for the year ended December 31, 2012 have been restated to defer the recognition of the fair value of common stock issued pursuant to the Assignment Agreement (Note 9), which was previously expensed during 2012. The restatement provides for the deferral and the recognition into expense over the one year term of the agreement. The restatement also reclassifies the expensed portion from sales and marketing to cost of sales. | |||||||||||||
The following table presents the effect of the restatement adjustments on the affected line items in the previously reported statement of operations for the year ended December 31, 2012. The restatement adjustments did not affect the statements of cash flows for the year ended December 31, 2012 or the December 31, 2012 balance sheet with the exception of the decrease in retained deficit of $72,917, an increase in the amortization of $52,083 and an increase of deferred equity consideration of $72,917. All related amounts have been restated as appropriate within these financial statements. | |||||||||||||
Year Ended December 31, 2012 | As reported | Adjustments | Restated | ||||||||||
Cost of revenues | $ | 101,580 | $ | 52,083 | $ | 153,663 | |||||||
Gross profit | 20,324 | (52,083 | ) | (31,759 | ) | ||||||||
Sales and marketing expenses | 510,226 | (125,000 | ) | 385,226 | |||||||||
Total operating expenses | 695,371 | (125,000 | ) | 570,371 | |||||||||
Operating loss | (675,047 | ) | 72,917 | (602,130 | ) | ||||||||
Net loss | (694,784 | ) | (72,917 | ) | (621,867 | ) | |||||||
Comprehensive loss | (580,784 | ) | 72,917 | (507,867 | ) | ||||||||
Net loss per share | $ | (0.05 | ) | $ | 0.01 | $ | (0.04 | ) | |||||
EMERGING GROWTH COMPANY | ' | ||||||||||||
EMERGING GROWTH COMPANY | |||||||||||||
We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. | |||||||||||||
USE OF ESTIMATES | ' | ||||||||||||
USE OF ESTIMATES | |||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. | |||||||||||||
CASH AND CASH EQUIVALENTS | ' | ||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||
The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. | |||||||||||||
ACCOUNTS RECEIVABLE | ' | ||||||||||||
ACCOUNTS RECEIVABLE | |||||||||||||
The Company records accounts receivable from amounts due from its processors. The processor charges certain merchants for processing services at a bundled rate based on a percentage of the dollar amount of each transaction and, in some instances, additional fees are charged for each transaction. The Company charges other merchant customers a flat fee per transaction, and may also charge miscellaneous fees to customers, including fees for returns, monthly minimums, and other miscellaneous services. All the charges and collections thereon flow through processors who then remit the fee due the Company within the month following the actual charges. | |||||||||||||
MARKETABLE SECURITIES | ' | ||||||||||||
MARKETABLE SECURITIES | |||||||||||||
The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred. | |||||||||||||
PATENTS | ' | ||||||||||||
PATENTS | |||||||||||||
The Company capitalizes patent pending acquisition costs, legal fees and filing costs associated with the development and filing of its patents. Patents are generally amortized over an estimated useful life of 15 years using the straight-line method beginning on the issue date. No amortization expense was recorded during the years ended December 30, 2013 and 2012, as the Company’s patents are still pending as of December 31, 2013. | |||||||||||||
REVENUE RECOGNITION | ' | ||||||||||||
REVENUE RECOGNITION | |||||||||||||
The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company recognizes revenue during the month in which commissions are earned. | |||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||
Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. | |||||||||||||
The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||
The three hierarchy levels are defined as follows: | |||||||||||||
Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; | |||||||||||||
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | |||||||||||||
Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. | |||||||||||||
The Company's financial instruments that are adjusted to fair value at each balance sheet date are marketable securities and derivative liabilities. Marketable securities are adjusted to fair value each balance sheet date, based on quoted prices; which are considered level 1 inputs (see Note 5). The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. | |||||||||||||
The Company’s derivative liability resulting from the issuance of convertible debt is adjusted to fair value based on recent sales of the underlying common stock and the use of an option pricing model, which are consistent with level 3 inputs. See Note 6. | |||||||||||||
The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of December 31 and December 31, 2012 for each fair value hierarchy level: | |||||||||||||
31-Dec-13 | Derivative | Marketable | Total | ||||||||||
Liability | Securities | ||||||||||||
Level I | $ | — | $ | 72,150 | $ | 72,150 | |||||||
Level II | $ | — | $ | — | $ | — | |||||||
Level III | $ | 6,373 | $ | — | $ | 6,373 | |||||||
31-Dec-12 | |||||||||||||
Level I | $ | — | $ | 152,000 | $ | 152,000 | |||||||
Level II | $ | — | $ | — | $ | — | |||||||
Level III | $ | 40,000 | $ | — | $ | 40,000 | |||||||
The carrying amount of the Company’s accounts payable and accrued expenses, due to stockholders and convertible debt approximate fair value due to their short term. | |||||||||||||
INCOME TAXES | ' | ||||||||||||
INCOME TAXES | |||||||||||||
The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. The Company records a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. | |||||||||||||
ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties. | |||||||||||||
The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The Company’s tax years subsequent to 2010 remain subject to examination by federal and state tax jurisdictions. | |||||||||||||
EARNINGS (LOSS) PER SHARE | ' | ||||||||||||
EARNINGS (LOSS) PER SHARE | |||||||||||||
The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Potentially dilutive securities for the year ended December 31, 2013 are 1,672,499 consisting of 72,499 shares of common stock underlying convertible debt and options to purchase 1,600,000 shares of common stock were not included in the calculation of diluted loss per share because their impact was anti-dilutive. | |||||||||||||
ACCOUNTING FOR STOCK-BASED COMPENSATION | ' | ||||||||||||
ACCOUNTING FOR STOCK-BASED COMPENSATION | |||||||||||||
The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided. | |||||||||||||
COMPREHENSIVE INCOME | ' | ||||||||||||
COMPREHENSIVE INCOME | |||||||||||||
The Company has adopted ASC Topic 220, "Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Items included in the Company’s comprehensive loss consist of unrealized losses on available-for-sale securities. | |||||||||||||
2_SUMMARY_OF_SIGNIFICANT_ACCOU2
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Restatement | ' | ||||||||||||
Year Ended December 31, 2012 | As reported | Adjustments | Restated | ||||||||||
Cost of revenues | $ | 101,580 | $ | 52,083 | $ | 153,663 | |||||||
Gross profit | 20,324 | (52,083 | ) | (31,759 | ) | ||||||||
Sales and marketing expenses | 510,226 | (125,000 | ) | 385,226 | |||||||||
Total operating expenses | 695,371 | (125,000 | ) | 570,371 | |||||||||
Operating loss | (675,047 | ) | 72,917 | (602,130 | ) | ||||||||
Net loss | (694,784 | ) | (72,917 | ) | (621,867 | ) | |||||||
Comprehensive loss | (580,784 | ) | 72,917 | (507,867 | ) | ||||||||
Net loss per share | $ | (0.05 | ) | $ | 0.01 | $ | (0.04 | ) | |||||
Company's financial instruments measured at fair value on recurring basis | ' | ||||||||||||
31-Dec-13 | Derivative | Marketable | Total | ||||||||||
Liability | Securities | ||||||||||||
Level I | $ | — | $ | 72,150 | $ | 72,150 | |||||||
Level II | $ | — | $ | — | $ | — | |||||||
Level III | $ | 6,373 | $ | — | $ | 6,373 | |||||||
31-Dec-12 | |||||||||||||
Level I | $ | — | $ | 152,000 | $ | 152,000 | |||||||
Level II | $ | — | $ | — | $ | — | |||||||
Level III | $ | 40,000 | $ | — | $ | 40,000 |
5_MARKETABLE_SECURITES_Tables
5 MARKETABLE SECURITES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Marketable Securities [Abstract] | ' | ||||||||
Marketable securities | ' | ||||||||
2013 | 2012 | ||||||||
Historical cost | $ | 123,500 | $ | 190,000 | |||||
Unrealized loss included in accumulated other comprehensive loss | (51,350 | ) | (38,000 | ) | |||||
Net carrying value | $ | 72,150 | $ | 152,000 |
6_RELATED_PARTY_TRANSACTIONS_T
6 RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Related Party Transactions [Abstract] | ' | ||||
Fair value of the embedded derivative liability | ' | ||||
Assumed Conversion Price | Volatilty Percentage | Risk-free | |||
Fair Value | Term | Interest Rate | |||
$6,373 | 1 month | $0.16 | 171% | 0.02% |
7_COMMON_STOCK_Tables
7 COMMON STOCK (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stockholders' Equity: | ' | ||||||||||||
Summary of the activity of options | ' | ||||||||||||
Options | Weighted-Average | Weighted- Average | |||||||||||
exercise | grant date | ||||||||||||
price | fair value | ||||||||||||
Balance January 1, 2012 | - | - | - | ||||||||||
Options granted | 1,600,000 | $ | 0.3 | $ | 0.21 | ||||||||
Balance December 31, 2012 | 1,600,000 | $ | 0.3 | $ | 0.21 | ||||||||
Outstanding as of December 31, 2013 | 1,600,000 | $ | 0.3 | $ | 0.21 | ||||||||
Exercisable as of December 31, 2013 | 1,600,000 | $ | 0.3 | $ | 0.21 | ||||||||
Black-Scholes option-pricing model | ' | ||||||||||||
Expected Volatility | 167 | % | |||||||||||
Expected Dividend Yield | 0 | % | |||||||||||
Expected Life (Term) | 3 years | ||||||||||||
Risk-Free Interest Rate | 0.30 | % |
2_SUMMARY_OF_SIGNIFICANT_ACCOU3
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Company's financial instruments measured at fair value (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' |
Cost of revenues, as reported | $101,580 | ' |
Cost of revenues, adjustments | 52,083 | ' |
Cost of revenues, restated | 153,663 | ' |
Gross profit, as reported | 20,324 | ' |
Gross profit, adjustments | -52,083 | ' |
Gross profit, restated | -31,759 | ' |
Sales and marketing expenses, as reported | 510,226 | ' |
Sales and marketing expenses, adjustments | -125,000 | ' |
Sales and marketing expenses, restated | 385,226 | ' |
Total operating expenses, as reported | 695,371 | ' |
Total operating expenses, adjustments | -125,000 | ' |
Total operating expenses, restated | 570,371 | ' |
Operating loss, as reported | -675,047 | ' |
Operating loss, adjustments | 72,917 | ' |
Operating loss, restated | -602,130 | ' |
Net loss, as reported | -694,784 | ' |
Net loss, adjustments | -72,917 | ' |
Net loss, restated | -621,867 | ' |
Comprehensive loss, as reported | -580,784 | ' |
Comprehensive loss, adjustments | 72,917 | ' |
Comprehensive loss, restated | -507,867 | ' |
Net loss per share, as reported | ($0.05) | ' |
Net loss per share, adjustments | $0.01 | ' |
Net loss per share, restated | ($0.04) | ' |
Level I, Derivative Liability | ' | ' |
Level I, Marketable Securities | 72,150 | 152,000 |
Level II, Derivative Liability | ' | ' |
Level II, Marketable Securities | ' | ' |
Level III, Derivative Liability | 6,373 | 400,000 |
Level III, Marketable Securities | ' | ' |
Total Level I | 72,150 | 152,000 |
Total Level II | ' | ' |
Total Level III | $6,373 | $40,000 |
5_MARKETABLE_SECURITES_Marketa
5 MARKETABLE SECURITES - Marketable securities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Marketable Securities [Abstract] | ' | ' |
Historical cost | $123,500 | $190,000 |
Unrealized losses included in accumulated other comprehensive income (loss) | -51,350 | -38,000 |
Net carrying value | $72,150 | $152,000 |
6_RELATED_PARTY_TRANSACTIONS_D
6 RELATED PARTY TRANSACTIONS (Details) (USD $) | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ' |
Fair Value | $6,373 |
Term | '1 month |
Assumed Conversion Price | 0.1633 |
Volatility Percentage | 171 |
Risk-free Rate | 0.02 |
7_STOCK_HOLDERS_EQUITY_Summary
7 STOCK HOLDER'S EQUITY Summary of the activity of options (Details) (USD $) | Dec. 31, 2013 |
Stockholders' Equity: | ' |
Options Granted | 1,600,000 |
Options Outstanding | 1,600,000 |
Options exercisable | 1,600,000 |
Weighted Average exercise price | $0.30 |
Weighted Average fair value | $0.21 |
Weighted Average exercise price - exercisable | $0.30 |
Weighted Average fair value - exercisable | $0.21 |
Expected volatility | 16.70% |
Expected dividend yield | 0.00% |
Expected life (term) | '3 years |
Risk free interest rate | 30.00% |
1_ORGANIZATION_Details_Narrati
1 ORGANIZATION (Details Narrative) | Aug. 02, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of shares issued in exchanged for service contracts | 500,000 |
Common stock shares distributed by Mediswipe | 6,000,000 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU4
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Retained deficit | $72,917 |
Increase in the amortization | 52,083 |
Increase of deferred equity | 72,917 |
Dilutive securities | $1,672,499 |
Shares of common stock | 72,499 |
Convertible debt and option to purchase shares of common stock | 1,600,000 |
4_SALES_CONCENTRATION_AND_CONC1
4 SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Concentration Risks, Types, No Concentration Percentage [Abstract] | ' |
Maximum insurance of Federal Deposit Insurance Corporation | $250,000 |
Percentage of revenues | 0.97 |
Accounts receivable from major customer | $29,008 |
Percentage of accounts receivable | 0.99 |
5_MARKETABLE_SECURITES_Details
5 MARKETABLE SECURITES (Details Narrative) (USD $) | Jan. 02, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Marketable Securities [Abstract] | ' | ' | ' |
Mediswipe, Inc.'s common stock | ' | 650,000 | 10,000,000 |
Shares sold | 50,000 | 350,000 | ' |
Amount gained | ' | $67,840 | ' |
Net carrying value | ' | $72,150 | $152,000 |
6_RELATED_PARTY_TRANSACTIONS_D1
6 RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | 9-May-12 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Michael Friedman President | Michael Friedman President | Barry Hollander CFO | Barry Hollander CFO | Mr Canton Chairman | Mr Canton Chairman | ||||
Expense in Management fees paid | ' | ' | ' | $54,000 | $25,507 | $36,000 | $22,000 | $25,000 | ' |
Compensation | 225,000 | ' | ' | ' | ' | ' | ' | ' | 100,000 |
Management fees included | 66,667 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issuance | 900,000 | ' | ' | ' | ' | 366,000 | ' | ' | ' |
Price per share | ' | ' | ' | ' | ' | $0.03 | ' | ' | ' |
Amount due to stockholders | ' | ' | ' | -32,847 | ' | ' | ' | -66,667 | ' |
Common stock owned by Mediswipe, Inc. | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' |
Approximately representation of Company's outstanding common stock | 0.3 | 0.32 | ' | ' | ' | ' | ' | ' | ' |
Amount owed to Mediswipe | 73,894 | 56,186 | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory note | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' |
Convertible promissory note bears an interest of: | ' | ' | 0.08 | ' | ' | ' | ' | ' | ' |
Percentage of the lowest closing bid price | ' | ' | 0.65 | ' | ' | ' | ' | ' | ' |
Limitations on holder's right for conversion - percentage | ' | ' | 4.9 | ' | ' | ' | ' | ' | ' |
Interest Rate | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' |
Debt discount | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Initial loss on valuation of derivative liabilities | 1,282 | ' | ' | ' | ' | ' | ' | ' | ' |
Initial fair value of the derivative liability | 51,282 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value | $6,373 | ' | ' | ' | ' | ' | ' | ' | ' |
7_STOCK_HOLDERS_EQUITY_DEFICIE
7 STOCK HOLDER'S EQUITY (DEFICIENCY) (Details Narrative) (USD $) | Dec. 31, 2013 | Jun. 20, 2013 | Dec. 31, 2012 | Aug. 31, 2012 | Aug. 03, 2012 |
Stockholders' Equity: | ' | ' | ' | ' | ' |
Common stock outstanding | 19,950,000 | ' | 19,050,000 | ' | ' |
Common Stock, par value | $0.00 | ' | $0.00 | ' | ' |
Common stock issued for patent acquisiton | ' | 900,000 | ' | ' | ' |
Number of stock option granted | ' | ' | ' | ' | 800,000 |
Exercise price | ' | ' | ' | ' | $0.30 |
Number of options vested | ' | ' | ' | 50,000 | 200,000 |
Remaining term of options | 1.98 | ' | ' | ' | ' |
Number of options availeable for future grant | 3,400,000 | ' | ' | ' | ' |
8_INCOME_TAXES_Details_Narrati
8 INCOME TAXES (Details Narrative) (USD $) | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' |
Tax net operating loss carry forward | $385,000 |
9_COMMITMENTS_AND_CONTINGENCIE1
9 COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | 21 Months Ended | 24 Months Ended | 12 Months Ended | |||||||||
Nov. 06, 2012 | Oct. 06, 2012 | Sep. 06, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jul. 31, 2013 | 31-May-15 | 31-May-14 | Dec. 31, 2013 | Jul. 31, 2013 | Aug. 06, 2014 | Aug. 06, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
sqft | sqft | Less Than 50,000 Members | 50,000-150,000 Members | More Than 150,000 Members | ||||||||||||||
Monthly rent | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,010 | $1,950 | ' | ' | ' | ' | ' | ' | ' |
Rental expenses | ' | ' | ' | 5,550 | 9,200 | ' | 12,937 | 11,894 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Office space | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,722 | 1,722 | ' | ' | ' | ' | ' | ' | ' |
Stock issued per assignment agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' |
Percentage of revenue assigned | ' | ' | ' | ' | ' | ' | ' | ' | 0.3 | ' | ' | ' | 0.5 | ' | ' | ' | ' | ' |
Monthly licensing fees | 2,500 | 2,000 | 1,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | 3,000 | ' | ' | ' | ' |
Transaction fee per transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.07 | ' | ' | ' | ' | ' |
Minimum montly transaction fee | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Hosting fees | ' | ' | ' | 7,500 | ' | ' | 22,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum transaction fees | ' | ' | ' | 7,500 | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial set up fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' |
Other charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100 | ' | ' | ' | ' |
Amount in default | ' | ' | ' | ' | ' | ' | 18,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Website development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,000 | ' | ' | ' | ' | ' | ' |
Income from referral per month per member | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' |
Income from annual subscription | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 299 | ' | ' | ' | ' | ' | ' |
Income from monthly subscription per member | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19.95 | ' | ' | ' | ' | ' | ' |
License fee to iMD per month per member | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | 1 |
License to iMD per consult | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Minimum montly guaranty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 | ' | ' | ' | ' | ' | ' |
10_GOING_CONCERN_Details_Narra
10 GOING CONCERN (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Accumulated deficit | ' | $1,285,274 |
Shares sold | 3,500,000 | ' |
Cash received | $134,000 | ' |
11_SUBSEQUENT_EVENTS_Details_N
11 SUBSEQUENT EVENTS (Details Narrative) (USD $) | Jan. 02, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ' | ' |
Monthly payment for space | $750 | ' |
Shares sold | 50,000 | 350,000 |
Proceeds from shares sold | $17,025 | ' |