Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 12, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'Apptigo International, Inc. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'true | ' |
Entity Central Index Key | '0001562738 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 29,225,000 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Description | 'The Original Report stated that during the six months ended June 30, 2014, the Company sold 21,775,000 shares of common stock pursuant to a stock purchase agreement in the amount of $450,000. The correct number of shares sold was 3,150,000. | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Assets | ' | ' |
Cash | $51,571 | $3,714 |
Prepaid expenses | 0 | 6,000 |
Total current assets | 51,571 | 9,714 |
Furniture and Fixtures net accumulated depreciation $3,340 and $0 as of September 30, 2014 and December 31, 2013, respectively | 42,889 | 0 |
Application design | 180,057 | 92,500 |
Intellectual property | 644,000 | 0 |
Deposits | 5,592 | 0 |
Total Assets | 924,109 | 102,214 |
Liabilities and Stockholders' Equity | ' | ' |
Accounts payable | 15,851 | 2,424 |
Payroll liability | 8,285 | 0 |
Total current liabilities | 24,136 | 2,424 |
Commitments and Contingencies | ' | ' |
Stockholders; Equity | ' | ' |
Preferred stock, $0.001 par value: 1,000,000 authorized 145,000 and 145,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 1,450 | 1,450 |
Common stock, $0.001 par value: 100,000,000 authorized; 29,225,000 and 7,450,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectivel | 29,225 | 7,450 |
Stock payable | 1,000 | ' |
Subscription receivable | 0 | -22,100 |
Additional paid-in-capital | 1,646,772 | 172,283 |
Accumulated deficit | -778,474 | -59,293 |
Total stockholders' deficit | 899,973 | 99,790 |
Total liability and stockholders' deficit | $924,109 | $102,214 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Accumulated depreciation | $3,340 | $0 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 145,000 | 145,000 |
Preferred stock, shares outstanding | 145,000 | 145,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 75,000,000 |
Common stock, shares issued | 29,225,000 | 7,450,000 |
Common stock, shares outstanding | 29,225,000 | 7,450,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statement of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $0 | $0 | $0 | $0 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative expenses | 517,212 | 36,596 | 713,741 | 75,643 |
Depreciation Expense | 1,923 | 0 | 3,340 | 0 |
Total operating expenses | 519,135 | 36,596 | 717,081 | 75,643 |
Other income/expense | ' | ' | ' | ' |
Interest expense | 0 | 0 | 2,100 | 0 |
Total other income/expense | 0 | 0 | 2,100 | 0 |
Loss before income tax | -519,135 | -36,596 | -719,181 | -75,643 |
Provision for income tax | 0 | 0 | 0 | 0 |
Net loss | ($519,135) | ($36,596) | ($719,181) | ($75,643) |
Net loss per share: basic and diluted | ($0.02) | ($48.79) | ($0.04) | ($100.86) |
Weighted Averages shares outstanding: basic and diluted | 29,525,000 | 750 | 18,025,000 | 750 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities | ' | ' |
Net loss | ($719,181) | ($75,643) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation | 3,340 | 0 |
Stock-based compensation | 253,264 | 0 |
Changes in operating assets and liabilities | ' | ' |
Accounts payable and accrued liabilities | 21,712 | 0 |
Deposit | -5,592 | 0 |
Prepaid expenses | 6,000 | 0 |
Net cash used in operating activities | -440,457 | -75,643 |
Cash flows from Investing activities | ' | ' |
Furniture and Fixtures | -46,229 | 0 |
Application design | -87,557 | 0 |
Net cash used in investing activities | -133,786 | 0 |
Cash flow from financing activities | ' | ' |
Proceeds from common stock sale | 622,100 | 100,000 |
Net cash provided by financing activities | 622,100 | 100,000 |
Net increase in cash and equivalents | 47,857 | 24,357 |
Cash and cash equivalents at beginning of the period | 3,714 | 0 |
Cash and cash equivalents at end of the period | 51,571 | 24,357 |
Cash paid for: | ' | ' |
Interest | 0 | 0 |
Taxes | 0 | 0 |
Supplemental disclosures of non-cash investing activities | ' | ' |
Common stock issued for intangible property | $644,000 | $0 |
1_BASIS_OF_PRESENTATION_AND_NA
1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS | 9 Months Ended | ||
Sep. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
1. Basis of Presentation and Nature of Business Operations | ' | ||
Basis of Presentation | |||
The accompanying unaudited financial statements of Apptigo International, Inc., a Nevada corporation (the “ Company ”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited condensed financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2013. In the opinion of management, these unaudited condensed financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2014, and the results of operations and cash flows for the nine months ended September 30, 2014 and 2013. The results of operations for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the entire fiscal year. | |||
Nature of Business Operations | |||
Organization and Description of Business | |||
The Company was originally incorporated under the laws of the State of Nevada on October 23, 2012 under the name of “Balius Corp.” (“Inception”). Effective April 15, 2014, we acquired Apptigo Inc., a Nevada corporation incorporated on October 31, 2012 (“ Apptigo ”). Under the terms of the Agreement and Plan of Reorganization Agreement, dated April 14, 2014 by and between the Company, its principal shareholder, Apptigo, and its shareholders, Apptigo agreed to exchange all of the outstanding common and preferred shares of Apptigo for common and preferred shares of the Company. The closing of the acquisition transaction was completed effective April 15, 2014. | |||
At closing of the acquisition transaction, Apptigo became the Company’s wholly-owned subsidiary and the Company became Apptigo’s parent. Thereafter, the principal shareholder of the Company cancelled 10,000,000 shares of the Company’s common stock owned by him. As a result of the closing of the acquisition transaction, the Company had 8,250,000 shares of common stock outstanding and 145,000 Series A Preferred Shares outstanding, which preferred shares are convertible into 4,550,000 common shares. | |||
Following the acquisition transaction, the Company filed Amended and Restated Articles of Incorporation to change its name to “Apptigo International, Inc.,” increase the number of authorized common shares, authorize preferred shares, and approved a 3.5-for-1 forward split of the outstanding shares, including the shares issued at the closing of the acquisition transaction. The forward stock split was effective at the opening of business on April 30, 2014. The effect of the stock split has been applied retroactively. Also, in connection with the acquisition transaction the Company filed a Certificate of Designations, Preferences and Rights for Series A Convertible Preferred Stock. | |||
Condensed Financial Statements | |||
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary in order to make the financial statements not misleading and to present fairly the financial position, results of operations and cash flows at September 30, 2014 and for the period then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2013 audited financial statements in the Company’s 2013 annual report on Form 10-K. The results of operations for the period ended September 30, 2014 are not necessarily indicative of the operating results for the full year. | |||
Going Concern | |||
The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $465,917 for the nine months ended September 30, 2014.The Company has net working capital of $27,435 as of September 30, 2014. | |||
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company's control. | |||
Fair Value of Financial Instruments | |||
The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. | |||
• | Level 1: Observable inputs such as quoted prices in active markets; | ||
• | Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||
• | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||
Stock-based Compensation | |||
The Company recognizes stock-based compensation, including stock option grants, warrants, restricted stock grants and stock appreciation rights, at their fair value on the grant date. Stock based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Compensation expense is generally recognized on a straight-line basis over the service period. | |||
Dividends | |||
The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on earnings, capital requirements and financial condition, as well as other relevant factors. The Company does not intend to pay any cash dividends in the foreseeable future but intend to retain all earnings, if any, for use in the business. | |||
Cash and Cash Equivalents | |||
For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. | |||
Income Taxes | |||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | |||
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. | |||
The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||
Intellectual Property | |||
Intellectual property is stated at cost. | |||
When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized. Amortization is recorded over the estimated useful lives of the assets, generally, 3 to 15 years. | |||
Software Development Costs | |||
Research and development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred for development are capitalized. Amortization is recorded over the estimated useful lives of the assets, generally, 5 years | |||
Recent Accounting Pronouncements | |||
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting statement that reduces some of disclosures and reporting requirements for development stage companies. The change will be in effect for the interim and annual reporting periods beginning after December 15, 2014. As of such date, among other things development stage entities will no longer be required to report inception-to-date information. The Company has elected early adoption of this pronouncement and will no longer be reporting inception-to-date information. | |||
Net Loss per Share | |||
Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. | |||
Management Estimates | |||
The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
2_INTANGIBLE_PROPERTIES
2. INTANGIBLE PROPERTIES | 9 Months Ended |
Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2. Intangible Properties | ' |
The Company has contracted for the development of software to develop and distribute mobile application for smartphones and tablets. A total of $180,057 has been paid to development as of September 30, 2014. | |
These costs were primarily incurred in the development of SCORETM | |
SCORETM | |
SCORETM, an exciting new interactive dating game, is the first application in Apptigo’s portfolio. It was introduced in Beta form in July 2014 and launched in early October 2014, See Note 6 – Subsequent Events for additional information. | |
OTHER APPLICATIONS | |
On August 4, 2014, Apptigo entered into an Intellectual Property Purchase Agreement with the Company’s head designer and acquired certain intellectual property assets and rights used in connection with four games developed by him prior to his employment with the Company. The Company authorized to issue 400,000 shares of common stock as full consideration for the purchase of the assets. The closing stock price on August 4, 2014 was $1.61 per share resulting in a total price of $644,000. As of September 30, 2014, common shares have not been issued. | |
These App concepts have advanced through Apptigo’s rigorous evaluation process and are currently in various stages of development. Amortization will be recorded, when launched, over the estimated useful lives of the assets, generally 3 to 15 years. |
3_EQUITY
3. EQUITY | 9 Months Ended | ||
Sep. 30, 2014 | |||
Equity [Abstract] | ' | ||
3. Equity | ' | ||
Common Stock | |||
The Company was formed in the state of Nevada on October 31, 2012. The Company had authorized capital of 75,000 shares of common stock with a par value of $0.01. On April 17, 2014, the Company filed Amended and Restated Articles of Incorporation with the state of Nevada, increasing its authorized shares from 75,000,000 to 100,000,000 shares of common stock. | |||
On April 14, 2014, the Company, entered into an a reverse acquisition transaction with Apptigo Inc., a Nevada corporation incorporated on October 31, 2012, and its shareholders, pursuant to an Agreement and Plan of Reorganization Agreement, dated April 14, 2014 between the Company, its principal shareholder, and Apptigo and its shareholders. Under the terms of the Agreement the shareholders of Apptigo agreed to exchange all of the outstanding common and preferred shares of Apptigo for common and preferred shares of the Company. The closing of the Transaction was completed effective April 15, 2014 (the “ Closing Date ”). | |||
The 3.5-for-1 forward stock split of the Company’s outstanding common shares became effective at the open of business on April 30, 2014. As a result of the forward stock split, the number of outstanding shares of common stock was increased from 8,250,000 to 29,225,000, and the 145,000 outstanding shares of Series A Convertible Preferred Stock will be convertible into 15,925,000 rather than 4,550,000. | |||
During the nine months ended September 30, 2014, the Company sold 22,375,000 shares of common stock pursuant to stock purchase agreements in the amount of $600,000. Of the 22,375,000 shares, 600,000 have not been issued as of September 30, 2014. In addition, the Company purchased Intellectual Property from the Company’s head designer for 400,000 shares of common stock at a price of $644,000. None of the 400,000 shares have been issued as of September 30, 2014. | |||
During the nine months ended September 30, 2014, the Company received $22,100 from subscription receivable. | |||
Preferred Stock | |||
On April 17, 2014, the Company filed Amended and Restated Articles of Incorporation with the state of Nevada, authorizing 1,000,000 shares of preferred stock with a par value of $0.001. | |||
On April 17, 2014, the Company converted the outstanding balance of the Convertible Promissory Note of $80,000 including accrued interest of $4,933 and the balance of the stock purchase of $60,000 from the same note holder in exchange for 145,000 shares of Series A Preferred Stock. The promissory note conversion was retrospectively recorded as of December 31, 2013 due to the reverse acquisition transaction with Apptigo. | |||
2014 Stock Incentive Plan | |||
On June 19, 2014 (the “Effective Date”), the Board of Directors of the Company approved the 2014 Stock Incentive Plan (the “Plan”). Awards may be made under the Plan for up to 4,500,000 shares of common stock, $0.001 par value per share, of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the Plan. No Awards can be granted under the Plan after the expiration of 10 years from the Effective Date, but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock grants. | |||
During the nine months ended September 30, 2014, the Company granted 550,000 stock options at a weighted-average grant date fair value of $1.08 per share. No options were exercised. As of September 30,2014, stock-based compensation expense of $253,264 related to stock options, net of actual forfeitures, was recorded. | |||
The Company uses the following in computing the Stock-based compensation: | |||
· | estimates the fair value of stock options at the grant date using the Black-Scholes option-pricing model | ||
· | uses graded vesting features | ||
4_CONVERTIBLE_PROMISSORY_NOTE
4. CONVERTIBLE PROMISSORY NOTE | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
4. CONVERTIBLE PROMISSORY NOTE | ' | ||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Beginning Balance | $ | – | $ | 60,000 | |||||
Additional Principle | – | 20,000 | |||||||
Accumulated Interest | – | 4,933 | |||||||
Conversion of notes for preferred stock | – | (84,933 | ) | ||||||
Ending Balance | $ | – | $ | – | |||||
The Company issued a 12% Convertible Promissory Note in the amount of $80,000. The note was converted into Series A Preferred Stock upon the Company’s filing of Amended and Restated Articles of Incorporation providing it with a sufficient number of authorized shares of preferred stock to effectuate the foregoing conversion. On March 31, 2014, the convertible note including accrued interest of $4,933 and the balance of the stock purchase of $60,000 from the same note holder was exchanged for 145,000 shares of Series A Preferred Stock. The promissory note conversion was retrospectively recorded as of December 31, 2013 due to the reverse acquisition transaction with Apptigo. |
5_RELATED_PARTY_TRANSACTIONS
5. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
5. Related Party Transactions | ' |
At Closing of the acquisition, the Company issued 2,450,000 shares of common stock, par value $0.001 per share, each to David Steinberg and Casey Cordes, the sole common shareholders of Apptigo, and 145,000 shares of Series A Convertible Preferred Stock, the sole preferred shareholder of Apptigo. |
6_SUBSEQUENT_EVENTS
6. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
6. Subsequent Events | ' |
SCORETM, an exciting new interactive dating game, is the first application in Apptigo’s portfolio. It was introduced in Beta form in July 2014 and launched in early October 2014. Approximately 100% of the application design and development costs were incurred as of September 30, 2014. These costs will be amortized over 5 years beginning in October 2014. |
Disclosure_1_BASIS_OF_PRESENTA
Disclosure - 1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS (Policies) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Notes to Financial Statements | ' | ||
1. Basis of Presentation | ' | ||
Basis of Presentation | |||
The accompanying unaudited financial statements of Apptigo International, Inc., a Nevada corporation (the “ Company ”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited condensed financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2013. In the opinion of management, these unaudited condensed financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2014, and the results of operations and cash flows for the nine months ended September 30, 2014 and 2013. The results of operations for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the entire fiscal year. | |||
Nature of Business Operations | ' | ||
Nature of Business Operations | |||
Organization and Description of Business | |||
The Company was originally incorporated under the laws of the State of Nevada on October 23, 2012 under the name of “Balius Corp.” (“Inception”). Effective April 15, 2014, we acquired Apptigo Inc., a Nevada corporation incorporated on October 31, 2012 (“ Apptigo ”). Under the terms of the Agreement and Plan of Reorganization Agreement, dated April 14, 2014 by and between the Company, its principal shareholder, Apptigo, and its shareholders, Apptigo agreed to exchange all of the outstanding common and preferred shares of Apptigo for common and preferred shares of the Company. The closing of the acquisition transaction was completed effective April 15, 2014. | |||
At closing of the acquisition transaction, Apptigo became the Company’s wholly-owned subsidiary and the Company became Apptigo’s parent. Thereafter, the principal shareholder of the Company cancelled 10,000,000 shares of the Company’s common stock owned by him. As a result of the closing of the acquisition transaction, the Company had 8,250,000 shares of common stock outstanding and 145,000 Series A Preferred Shares outstanding, which preferred shares are convertible into 4,550,000 common shares. | |||
Following the acquisition transaction, the Company filed Amended and Restated Articles of Incorporation to change its name to “Apptigo International, Inc.,” increase the number of authorized common shares, authorize preferred shares, and approved a 3.5-for-1 forward split of the outstanding shares, including the shares issued at the closing of the acquisition transaction. The forward stock split was effective at the opening of business on April 30, 2014. The effect of the stock split has been applied retroactively. Also, in connection with the acquisition transaction the Company filed a Certificate of Designations, Preferences and Rights for Series A Convertible Preferred Stock. | |||
Condensed Financial Statements | |||
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary in order to make the financial statements not misleading and to present fairly the financial position, results of operations and cash flows at September 30, 2014 and for the period then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2013 audited financial statements in the Company’s 2013 annual report on Form 10-K. The results of operations for the period ended September 30, 2014 are not necessarily indicative of the operating results for the full year. | |||
Going Concern | ' | ||
Going Concern | |||
The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $465,917 for the nine months ended September 30, 2014.The Company has net working capital of $27,435 as of September 30, 2014. | |||
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond the Company's control. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The Company adopted the FASB standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows. | |||
• | Level 1: Observable inputs such as quoted prices in active markets; | ||
• | Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||
• | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||
Stock-based Compensation | ' | ||
Stock-based Compensation | |||
The Company recognizes stock-based compensation, including stock option grants, warrants, restricted stock grants and stock appreciation rights, at their fair value on the grant date. Stock based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Compensation expense is generally recognized on a straight-line basis over the service period. | |||
Dividends | ' | ||
Dividends | |||
The payment of dividends by the Company in the future will be at the discretion of the Board of Directors and will depend on earnings, capital requirements and financial condition, as well as other relevant factors. The Company does not intend to pay any cash dividends in the foreseeable future but intend to retain all earnings, if any, for use in the business. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | |||
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. | |||
The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||
Intellectual Property | ' | ||
Intellectual Property | |||
Intellectual property is stated at cost. | |||
When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized. Amortization is recorded over the estimated useful lives of the assets, generally, 3 to 15 years. | |||
Software Development Costs | ' | ||
Software Development Costs | |||
Research and development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred for development are capitalized. Amortization is recorded over the estimated useful lives of the assets, generally, 5 years. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting statement that reduces some of disclosures and reporting requirements for development stage companies. The change will be in effect for the interim and annual reporting periods beginning after December 15, 2014. As of such date, among other things development stage entities will no longer be required to report inception-to-date information. The Company has elected early adoption of this pronouncement and will no longer be reporting inception-to-date information. | |||
Net Loss per Share | ' | ||
Net Loss per Share | |||
Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. | |||
Management Estimates | ' | ||
Management Estimates | |||
The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Disclosure_4_CONVERTIBLE_PROMI
Disclosure - 4. CONVERTIBLE PROMISSORY NOTE (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
4. CONVERTIBLE PROMISSORY NOTE | ' | ||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Beginning Balance | $ | – | $ | 60,000 | |||||
Additional Principle | – | 20,000 | |||||||
Accumulated Interest | – | 4,933 | |||||||
Conversion of notes for preferred stock | – | (84,933 | ) | ||||||
Ending Balance | $ | – | $ | – |
1_BASIS_OF_PRESENTATION_Detail
1. BASIS OF PRESENTATION (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' |
Stock split information | ' | ' | '3.5-for-1 forward stock split | ' | ' |
Net loss | ($519,135) | ($36,596) | ($719,181) | ($75,643) | ' |
Accumulated deficit | -778,474 | ' | -778,474 | ' | -59,293 |
Working capital | $27,435 | ' | $27,435 | ' | ' |
2_INTANGIBLE_PROPERTIES_Detail
2. INTANGIBLE PROPERTIES (Details Narrative) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Software development | $180,057 | $92,500 |
3_EQUITY_Details_Narrative
3. EQUITY (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Stock issued for cash, shares issued | 22,375,000 |
Stock issued for cash, amount | $600,000 |
Proceeds from stock subscribed | 22,100 |
Forward stock split | '3.5-for-1 forward stock split |
Convertible note converted | $80,000 |
2014 Stock Incentive Plan [Member] | ' |
Shares authorized under the plan | 4,500,000 |
Share price under the plan | $0.00 |
Series A Preferred Stock [Member] | ' |
Series A preferred stock issued in conversion | 145,000 |
4_CONVERTIBLE_PROMISSORY_NOTE_
4. CONVERTIBLE PROMISSORY NOTE (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' | ' |
Convertible promissory note, beginning balance | $60,000 | $0 |
Additional principal | 20,000 | ' |
Accumulated interest | 4,933 | ' |
Conversion of notes for preferred stock | -84,933 | ' |
Convertible promissory note, ending balance | $0 | $0 |
5_RELATED_PARTY_TRANSACTIONS_D
5. RELATED PARTY TRANSACTIONS (Details Narrative) (Sole Shareholders) | 9 Months Ended |
Sep. 30, 2014 | |
Sole Shareholders | ' |
Common stock issued | 2,450,000 |