Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | 8-May-15 | Jun. 30, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | Apptigo International, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1562738 | ||
Current Fiscal Year End Date | -19 | ||
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 | FY | ||
Public Float | $13,403,250 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Assets | ||
Cash | $9,513 | $3,714 |
Prepaid expenses | 0 | 6,000 |
Total current assets | 9,513 | 9,714 |
Furniture and Fixtures net accumulated depreciation $4,019 and $0 | 45,702 | 0 |
Application design | 0 | 92,500 |
Deposits | 5,592 | 0 |
Total Assets | 60,807 | 102,214 |
Liabilities and Stockholders' Equity | ||
Accounts payable and accrued liabilities | 36,987 | 2,424 |
Payroll liability | 29,925 | 0 |
Convertible debenture - related party - net of discount $4,411 and $0 | 16,408 | 0 |
Convertible debenture - net of discount $38,105 and $0 | 22,470 | 0 |
Derivative liability | 324,826 | 0 |
Total current liabilities | 430,616 | 2,424 |
Long term convertible debenture | 100,556 | 0 |
Total liabilities | 531,172 | 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 December 31, 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 December 31, 2014 and December 31, 2013, respectively | 29,225 | 7,450 |
Common stock - unissued | 1,033 | 0 |
Stock subscription receivable | 0 | -22,100 |
Additional paid-in-capital | 1,637,841 | 172,283 |
Accumulated deficit | -2,139,914 | -59,293 |
Total stockholders' deficit | -470,365 | 99,790 |
Total liability and stockholders' deficit | $60,807 | $102,214 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $4,019 | $0 |
Discount on convertible debenture related party | 4,411 | 0 |
Discount on convertible debenture | $38,105 | $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 |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenue | $0 | $0 |
Operating expenses: | ||
Selling, general and administrative expenses | 887,236 | 29,395 |
Research and development expense | 857,503 | 0 |
Depreciation Expense | 4,019 | 0 |
Total operating expenses | 1,748,758 | 29,395 |
Loss from operations | -1,748,758 | -29,395 |
Other income/expense | ||
Interest expense - related party | -819 | 0 |
Interest expense | -6,218 | 0 |
Derivative expense | -324,826 | 0 |
Loss before income tax | -2,080,621 | -29,395 |
Provision for income tax | 0 | 0 |
Net loss | ($2,080,621) | ($29,395) |
Net loss per share: basic and diluted | ($0.07) | $0 |
Weighted Averages shares outstanding: basic and diluted | 29,225,000 | 7,450,000 |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Common Stock - Unissued | Stock Subscription | Accumulated Deficit | Total |
Beginning balance, value at Dec. 31, 2012 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
Beginning balance, shares at Dec. 31, 2012 | 0 | 0 | |||||
Shares issued in connection with merger, shares | 145,000 | 7,450,000 | |||||
Shares issued in connection with merger, value | 1,450 | 7,450 | 172,283 | 0 | -22,100 | 0 | 159,083 |
Net loss | -29,293 | -29,395 | |||||
Ending balance, value at Dec. 31, 2013 | 99,790 | ||||||
Shares issued for cash, shares | 21,775,000 | ||||||
Shares issued for cash | 21,775 | 577,625 | 600 | 600,000 | |||
Purchase of intellectual property | 643,600 | 400 | 644,000 | ||||
Stock Options | 200,531 | 200,531 | |||||
Stock subscription receivable | 22,100 | 22,100 | |||||
Discount on warrant and beneficial conversion feature | 35,502 | 35,502 | |||||
Stock to be issued for service | 8,300 | 33 | 8,333 | ||||
Net loss | -2,080,621 | -2,080,621 | |||||
Ending balance, value at Dec. 31, 2014 | $1,450 | $29,225 | $1,637,841 | $1,033 | $0 | ($2,139,914) | ($470,365) |
Ending balance, shares at Dec. 31, 2014 | 145,000 | 29,225,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net loss | ($2,080,621) | ($29,395) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Discount on convertible note | -38,105 | 0 |
Discount on Warrant and BCF | 35,502 | 0 |
Discount on convertible debenture - related party | 589 | 0 |
Shares issued for R&D cost | 644,000 | 0 |
Depreciation | 4,019 | 0 |
Write off of application design | 92,500 | 0 |
Shares issued for service | 8,333 | 0 |
Stock-based compensation | 200,531 | 0 |
Changes in operating assets and liabilities | ||
Interest expense - related party | 819 | 0 |
Interest expense | 1,131 | 0 |
Accounts payable and accrued liabilities | 34,563 | 2,424 |
Payroll liabilities | 29,925 | 0 |
Deposit | -5,592 | 0 |
Derivative liability | 324,826 | 0 |
Prepaid expenses | 6,000 | -6,000 |
Net cash used in operating activities | -741,580 | -32,971 |
Cash flows from Investing activities | ||
Furniture and Fixtures | -49,721 | 0 |
Application design | 0 | -72,500 |
Net cash used in investing activities | -49,721 | -72,500 |
Cash flow from financing activities | ||
Proceeds from convertible debenture - related party | 50,000 | 0 |
Repayment of convertible debenture - related party | -35,000 | 0 |
Proceeds from convertible debenture | 160,000 | 0 |
Proceeds from common and preferred stock sale | 622,100 | 109,185 |
Net cash provided by financing activities | 797,100 | 109,185 |
Net increase in cash and equivalents | 5,799 | 3,714 |
Cash and cash equivalents at beginning of the period | 3,714 | 0 |
Cash and cash equivalents at end of the period | 9,513 | 3,714 |
Supplemental cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental disclosures of non-cash investing activities | ||
Proceeds from convertible debenture - related party | $5,000 | $0 |
1_SUMMARY_OF_SIGNIFICANT_ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Apptigo International Inc. and its wholly-owned subsidiary (“collectively “Apptigo” or the “Company”) designs, develops, markets and sells software applications. The Company sells its products worldwide through online stores. | ||
Basis of Presentation | |||
The accompanying consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. | |||
The Company’s year ends on December 31. | |||
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. | |||
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 $2,080,621 for the year ended December 31, 2014. The Company has a net negative working capital of $421,103 as of December 31, 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. | ||
Share-based Compensation | |||
The Company recognizes share-based compensation, including stock option grants, warrants, restricted stock grants and stock appreciation rights, at their fair value on the grant date. Share 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. For the year ending December 31, 2014 the company expensed $857,503 for research and development. | |||
Recent Accounting Pronouncements | |||
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. | |||
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. | |||
In January 2014, the FASB issued ASU 2014-04, an update to ASC 310, "Receivables." The ASU clarifies that an in substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendments may be adopted using either a modified retrospective transition method or a prospective transition method. Early adoption of the guidance is permitted. The impact of this guidance is currently being evaluated by the Company, but is not expected to have a significant impact on the Company's financial position, results of operations or disclosures. | |||
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. | |||
Property, Plant and Equipment | |||
Property, plant and equipment are stated at cost. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, which for leasehold improvements is 15 years; 10 years for furniture and equipment; and 5 years for computer equipment. The Company capitalizes eligible costs to acquire or develop internal-use software that are incurred subsequent to the preliminary project stage. Capitalized costs related to internal-use software are amortized using the straight-line method over the estimated useful lives of the assets, which range from 5 to 7 years. Depreciation and amortization expense on property and equipment was $4,019 and $0 for the year ended December 31, 2014 and 2013, respectively. |
2_INTANGIBLE_PROPERTIES
2. INTANGIBLE PROPERTIES | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2. Intangible Properties | 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. The total cost has been expensed. As of December 31, 2014, common shares have not been issued. |
3_CONVERTIBLE_DEBENTURE
3. CONVERTIBLE DEBENTURE | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
3. CONVERTIBLE DEBENTURE | On November 18, 2014 the Company entered into a 12% Secured Convertible Debenture. The debenture carries a one month term. The debenture was issued in the amount of $50,000. Upon maturity of the Note, the Company issued a promissory note in the amount of $55,000 to cover the balance of the note and included an Original Issue Discount (OID) of $5,000. The conversion feature of the note did not change. The new note has a term of one year. | ||||
31-Dec-14 | |||||
Convertible debenture | $ | 55,000 | |||
Original issue discount | (4,411 | ) | |||
Less: Payment | (35,000 | ) | |||
Accumulated interest | 819 | ||||
Convertible debenture, net of OID | $ | 16,408 | |||
On November 21, 2014 the Company entered into a 10% Secured Convertible Debenture. The debenture carries a one year term. The debenture was issued in the amount of $225,000. The company has receive one tranche from this convertible note in the amount of $60,000, which included $5,000 in fees and an OID of $5,000. The debenture has a conversion feature at a share price of 70% of the average of the three lowest closing prices in a 20 day period prior to the conversion. The Company recognized a discount on the note in relation to the warrants issued and a beneficial conversion feature. Interest expense on change in discount of the warrants and beneficial conversion amounted to $1,917 for the year ended December 31, 2014. | |||||
31-Dec-14 | |||||
Convertible debenture | $ | 60,000 | |||
Discount – Warrant | -17,364 | ||||
Discount – beneficial conversion feature | (16,221 | ) | |||
Original issue discount | (4,520 | ) | |||
Accumulated interest | 575 | ||||
Convertible debenture, net of OID | $ | 22,470 | |||
On December 2, 2014 the Company entered into a 7% Secured Convertible Debenture. The debenture carries a three year term. The debenture was issued in the amount of $200,000. As of December 31, 2014 the Company has received $100,000. | |||||
31-Dec-14 | |||||
Convertible debenture | $ | 100,000 | |||
Accumulated interest | 556 | ||||
Convertible debenture, net of OID and BCF | $ | 100,556 | |||
4_DERIVATIVE_LIABILITY
4. DERIVATIVE LIABILITY | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
4. DERIVATIVE LIABILITY | In connection with two Secured Convertible Debentures entered into in November and December 2014, the convertible debentures, contain ratchet provisions regarding the conversion of debt into shares. | ||||
The Company entered into a 10% Secured Convertible Debenture entered into on November 21, 2014, for a term of 15 months. The debenture is in the amount of $225,000 with funding to be received in four tranches of $50,000. The note includes an Original Issue Discount in the amount of $20,000 and legal fees of $5,000. The original issue discount is prorated over the tranches and the legal fees are applied to the first tranche. The company has received one tranche as of the year ended December 31, 2014 which included $5,000 legal fees and other loan costs and $5,000 original issue discount for a total liability on the convertible note of $60,000 at year end plus accrued interest. | |||||
Conversion of the note is based on a comparison between a fixed conversion price and the lesser of the variable conversion price. The conversion of outstanding debt to shares of common stock is based on the market capitalization of the company’s common stock. The conversion price of the outstanding is fixed at $0.25 unless the market of capitalization of the company is less than $3,000,000. In the event the market capitalization is less than $3,000,000, the conversion factor is 70% of the three lowest closing prices in a the previous 20 trading days. The convertible debenture also includes a “True up” feature, whereas the conversion price is recalculated 20 trading days after the conversion. If the conversion amount on the true up date is less than the conversion amount on the previous conversion, then additional shares would be issued as if the true up conversion amount was applicable on the original conversion. | |||||
The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative expense for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the liability to the new value, and records a corresponding gain or loss. The Company uses expected volatility based primarily on historical volatility using weekly pricing observations for recent periods that correspond to the expected life of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates. | |||||
Due to the ratchet provisions, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. | |||||
31-Dec-14 | |||||
Risk-free interest rate at grant date | 0.25 | % | |||
Expected stock price volatility | 91.4 | % | |||
Expected dividend payout | – | ||||
Expected option in life-years | 1.25 | ||||
As of December 31, 2014, total derivative liability is $179,665 and the derivative expense for this convertible note is $179,665. | |||||
The Company entered into a 7% Secured Convertible Debenture entered into on December 2, 2014, for a term of 3 years. The debenture is in the amount of $200,000 with funding to be received in two tranches of $100,000. Conversion of the note is based on a comparison between a fixed conversion price and the lesser of the variable conversion price. The conversion price of the outstanding balance is the lower of $0.15 or 40% of the 30 day trading average. | |||||
The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative expense for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the liability to the new value, and records a corresponding gain or loss. The Company uses expected volatility based primarily on historical volatility using weekly pricing observations for recent periods that correspond to the expected life of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates. | |||||
Due to the ratchet provisions, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. | |||||
31-Dec-14 | |||||
Risk-free interest rate at grant date | 1.59 | % | |||
Expected stock price volatility | 139 | % | |||
Expected dividend payout | – | ||||
Expected option in life-years | 3 | ||||
As of December 31, 2014, total derivative liability is $145,161 and the derivative expense for this convertible note is $145,161. |
5_WARRANT_AND_OPTION_LIABILITY
5. WARRANT AND OPTION LIABILITY | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||
5. WARRANT AND OPTION LIABILITY | As of December 31, 2014, these warrants include the following: | ||||||||
Warrants granted on November 18, 2014 in connection with the a 12% convertible debenture, the right to purchase up to 200,000 shares of the Company’s common stock with an original exercise price of $0.05. | |||||||||
Warrants granted in connection with the convertible debenture entered into on November 21, 2014, the investor has the right to purchase up to 282,575 shares of the Company’s common stock with an initial conversion price of $0.32. The warrants carry a provision for the adjustment based on the terms of the contract. Fair value was determined using the following variables: A discount based on the fair value of the warrants as of December 31, 2014 amounted to $17,364. | |||||||||
Grant Date | 31-Dec-14 | ||||||||
Risk-free interest rate at grant date | 1.63 | % | 1.63 | % | |||||
Expected stock price volatility | 139 | % | 139 | % | |||||
Expected dividend payout | – | – | |||||||
Expected option in life-years | 5 | 4.88 | |||||||
Number of | Weighted-Average | ||||||||
Warrants | Price Per Share | ||||||||
Outstanding at December 31, 2013 | – | – | |||||||
Granted | 282,575 | 0.21 | |||||||
Exercised | – | – | |||||||
Canceled or expired | – | – | |||||||
Outstanding at December 31, 2014 | 282,575 | $ | 0.21 | ||||||
On June 17, 2014, the Company issued 550,000 options for services by six employees for stock based compensation in the amount of $200,531. As of December 31, 2014, 200,839 options have vested. |
6_EQUITY
6. EQUITY | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
6. 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. | |
In May 2014, the Company entered into an agreement for services which included the issuance of 50,000 shares of common stock. As of December 31, 2014 the shares remain unissued. | |
On June 17, 2014, the Company issued 550,000 options for service by six employees for stock based compensation in the amount of $200,531. As of December 31, 2014, 200,839 options have vested. | |
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 December 31, 2014. | |
During the nine months ended September 30, 2014, the Company received $22,100 from subscription receivable. | |
The Company issued warrant in connection with convertible debentures as described in Note 5. | |
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. |
7_RELATED_PARTY_TRANSACTIONS
7. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
7. 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. |
8_SUBSEQUENT_EVENTS
8. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
8. SUBSEQUENT EVENTS | On January 7, 2015, the company received the remaining $100,000 from the $200,000 convertible debenture. |
On February 9, 2015, the Company executed a $59,000 Convertible Promissory Note. The note has an 8% interest rate and a term of 9 month. | |
On March 9, 2015, the Company executed a $50,000 12% Convertible Promissory Note. The note has 12% interest rate and a term of 6 months. | |
On March 25, 2015, the Company executed and sold a $250,000 Convertible Promissory Note. The note has an 8% interest rate and for a term of 1 year. The company received $25,000 upon closing of the transaction. |
1_SUMMARY_OF_SIGNIFICANT_ACCOU1
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Basis of Presentation | Basis of Presentation | ||
The accompanying consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. | |||
The Company’s year ends on December 31. | |||
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. | |||
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 $2,080,621 for the year ended December 31, 2014. The Company has a net negative working capital of $421,103 as of December 31, 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. | ||
Share-based Compensation | Share-based Compensation | ||
The Company recognizes share-based compensation, including stock option grants, warrants, restricted stock grants and stock appreciation rights, at their fair value on the grant date. Share 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. For the year ending December 31, 2014 the company expensed $857,503 for research and development. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. | |||
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. | |||
In January 2014, the FASB issued ASU 2014-04, an update to ASC 310, "Receivables." The ASU clarifies that an in substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The amendments may be adopted using either a modified retrospective transition method or a prospective transition method. Early adoption of the guidance is permitted. The impact of this guidance is currently being evaluated by the Company, but is not expected to have a significant impact on the Company's financial position, results of operations or disclosures. | |||
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. | |||
Property, Plant and Equipment | Property, Plant and Equipment | ||
Property, plant and equipment are stated at cost. Depreciation is computed by use of the straight-line method over the estimated useful lives of the assets, which for leasehold improvements is 15 years; 10 years for furniture and equipment; and 5 years for computer equipment. The Company capitalizes eligible costs to acquire or develop internal-use software that are incurred subsequent to the preliminary project stage. Capitalized costs related to internal-use software are amortized using the straight-line method over the estimated useful lives of the assets, which range from 5 to 7 years. Depreciation and amortization expense on property and equipment was $4,019 and $0 for the year ended December 31, 2014 and 2013, respectively. |
3_CONVERTIBLE_DEBENTURE_Tables
3. CONVERTIBLE DEBENTURE (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
12% Secured Convertible Debenture | |||||
Convertible debenture table | 31-Dec-14 | ||||
Convertible debenture | $ | 55,000 | |||
Original issue discount | (4,411 | ) | |||
Less: Payment | (35,000 | ) | |||
Accumulated interest | 819 | ||||
Convertible debenture, net of OID | $ | 16,408 | |||
10% Secured Convertible Debenture | |||||
Convertible debenture table | 31-Dec-14 | ||||
Convertible debenture | $ | 60,000 | |||
Discount – Warrant | -17,364 | ||||
Discount – beneficial conversion feature | (16,221 | ) | |||
Original issue discount | (4,520 | ) | |||
Accumulated interest | 575 | ||||
Convertible debenture, net of OID | $ | 22,470 | |||
7% Secured Convertible Debenture | |||||
Convertible debenture table | 31-Dec-14 | ||||
Convertible debenture | $ | 100,000 | |||
Accumulated interest | 556 | ||||
Convertible debenture, net of OID and BCF | $ | 100,556 |
4_DERIVATIVE_LIABILITY_Tables
4. DERIVATIVE LIABILITY (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
10% Secured Convertible Debenture | |||||
Assumptions | 31-Dec-14 | ||||
Risk-free interest rate at grant date | 0.25 | % | |||
Expected stock price volatility | 91.4 | % | |||
Expected dividend payout | – | ||||
Expected option in life-years | 1.25 | ||||
7% Secured Convertible Debenture | |||||
Assumptions | 31-Dec-14 | ||||
Risk-free interest rate at grant date | 1.59 | % | |||
Expected stock price volatility | 139 | % | |||
Expected dividend payout | – | ||||
Expected option in life-years | 3 |
5_WARRANT_LIABILITY_Tables
5. WARRANT LIABILITY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Warrant activity | Number of | Weighted-Average | |||||||
Warrants | Price Per Share | ||||||||
Outstanding at December 31, 2013 | – | – | |||||||
Granted | 282,575 | 0.21 | |||||||
Exercised | |||||||||
Canceled or expired | |||||||||
Outstanding at December 31, 2014 | 282,575 | $ | 0.21 | ||||||
Warrant [Member] | |||||||||
Assumptions used | Grant Date | 31-Dec-14 | |||||||
Risk-free interest rate at grant date | 1.63 | % | 1.63 | % | |||||
Expected stock price volatility | 139 | % | 139 | % | |||||
Expected dividend payout | – | – | |||||||
Expected option in life-years | 5 | 4.88 |
Recovered_Sheet1
1. Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | ($2,080,621) | ($29,395) |
Working capital | -421,103 | |
Research and development expense | 857,503 | 0 |
Depreciation expense | $4,019 | $0 |
2_Intangible_Properties_Detail
2. Intangible Properties (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Common stock issued for intellectual property rights, shares issued | 400,000 |
Common stock issued for intellectual property rights, value | $644,000 |
3_Convertible_Debenture_Detail
3. Convertible Debenture (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Original issue discount | ($38,105) | $0 |
12% Secured Convertible Debenture | ||
Convertible debenture | 55,000 | |
Original issue discount | -4,411 | |
Less: payment | -35,000 | |
Accumulated interest | 819 | |
Convertible debenture, net of OID | 16,408 | |
10% Secured Convertible Debenture | ||
Convertible debenture | 60,000 | |
Discount - Warrant | -17,364 | |
Discount - beneficial conversion feature | -16,221 | |
Original issue discount | -4,520 | |
Accumulated interest | 575 | |
Convertible debenture, net of OID | 22,470 | |
Interest expense | 1,917 | |
7% Secured Convertible Debenture | ||
Convertible debenture | 100,000 | |
Accumulated interest | 556 | |
Convertible debenture, net of OID | $100,556 |
4_Derivative_Liability_Details
4. Derivative Liability (Details - Assumptions) | 12 Months Ended |
Dec. 31, 2014 | |
10% Secured Convertible Debenture | |
Risk-free interest rate | 25.00% |
Expected stock price volatility | 91.40% |
Expected dividend payout | 0.00% |
Expected option in life-years | 1 year 3 months |
7% Secured Convertible Debenture | |
Risk-free interest rate | 1.59% |
Expected stock price volatility | 139.00% |
Expected dividend payout | 0.00% |
Expected option in life-years | 3 years |
4_Derivative_Liability_Details1
4. Derivative Liability (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative expense | $324,826 | $0 |
10% Secured Convertible Debenture | ||
Original debenture amount | 225,000 | |
Original issue discount | 20,000 | |
Legal fees | 5,000 | |
Derivative liability | 179,665 | |
Derivative expense | 179,665 | |
7% Secured Convertible Debenture | ||
Original debenture amount | 200,000 | |
Derivative liability | 145,161 | |
Derivative expense | $145,161 |
5_Warrant_Liability_Details_As
5. Warrant Liability (Details - Assumptions) (Warrant [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Warrant [Member] | |
Risk-free interest rate | 1.63% |
Expected stock price volatility | 139.00% |
Expected dividend payout | 0.00% |
Expected option in life-years | 4 years 10 months 17 days |
Expected option in life, grant date | 5 years |
5_Warrant_Liability_Details_Wa
5. Warrant Liability (Details - Warrant activity) (Warrant [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Warrant [Member] | |
Warrants outstanding, beginning balance | 0 |
Warrants granted | 282,575 |
Warrants outstanding, ending balance | 282,575 |
Weighted-average price per share warrants granted | $0.21 |
6_Equity_Details_Narrative
6. Equity (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Common stock issued for intellectual property rights, shares issued | 400,000 |
Common stock issued for intellectual property rights, value | $644,000 |
Proceeds from subscription receivable | 22,100 |
Stock Purchase Agreements | |
Stock sold for cash, shares issued | 22,375,000 |
Proceeds from common stock sold | 600,000 |
Stock unissued | 600,000 |
Intellectual property | |
Stock unissued | 400,000 |
Common stock issued for intellectual property rights, shares issued | 400,000 |
Common stock issued for intellectual property rights, value | 644,000 |
Six employees | |
Options issued, shares | 550,000 |
Stock issued for services, value | $200,531 |