Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Dec. 22, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | Apptigo International, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,562,738 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 126,903,965 | |
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 | 2,015 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Assets, Current | ||
Cash | $ 6,537 | $ 9,513 |
Total current assets | 6,537 | 9,513 |
Furniture and Fixtures net accumulated depreciation $10,046 and $4,019 | 39,675 | 45,702 |
Deposits | 5,592 | 5,592 |
Total Assets | 51,804 | 60,807 |
Liabilities and Stockholders' Deficit | ||
Accounts payable and accrued liabilities | 54,391 | 36,987 |
Payroll liabilities | 127,510 | 29,925 |
Convertible debenture - related party - net of discount $833,677 and $4,411 | 138,081 | 16,408 |
Convertible debenture - net of discount $102,331 and $38,105 | 244,466 | 22,470 |
Derivative liability - current portion | 1,557,678 | 324,826 |
Total current liabilities | 2,122,126 | 430,616 |
Convertible debenture - long term, net of discount $140,882 | 96,792 | 100,556 |
Derivative liabitity - long term | 177,841 | 0 |
Total liabilities | $ 2,396,759 | $ 531,172 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, $0.001 par value: 1,000,000 authorized 0 and 145,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 0 | $ 1,450 |
Common stock, $0.001 par value: 2,000,000,000 authorized; 40,337,105 and 29,225,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 40,337 | 29,225 |
Common stock payable | 64,583 | 1,033 |
Additional paid-in-capital | 1,093,463 | 1,637,841 |
Accumulated deficit | (3,543,338) | (2,139,914) |
Total stockholders' deficit | (2,344,955) | (470,365) |
Total liability and stockholders' deficit | $ 51,804 | $ 60,807 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 10,046 | $ 4,019 |
Discount on convertible debenture related party | 833,677 | 4,411 |
Discount on convertible debenture | $ 102,331 | $ 38,105 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 145,000 |
Preferred stock, shares outstanding | 0 | 145,000 |
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 2,000,000,000 | 100,000,000 |
Common stock, shares issued | 40,337,105 | 29,225,000 |
Common stock, shares outstanding | 40,337,105 | 29,225,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Selling, general and administrative expenses | 211,205 | 263,948 | 651,874 | 460,477 |
Stock based compensation | 77,527 | 253,264 | 218,625 | 253,264 |
Research and development expense | 7 | 0 | 34,116 | 0 |
Depreciation Expense | 2,009 | 1,923 | 6,027 | 3,340 |
Total operating expenses | 290,748 | 519,135 | 910,642 | 717,081 |
Loss from operations | (290,748) | (519,135) | (910,642) | (717,081) |
Other income/expense | ||||
Interest expense - related party | (138,082) | 0 | (138,082) | 0 |
Interest expense | (171,182) | 0 | (360,710) | (2,100) |
Change in derivatives | (138,775) | 0 | 6,010 | 0 |
Loss before income tax | (738,787) | (519,135) | (1,403,424) | (719,181) |
Provision for income tax | 0 | 0 | 0 | 0 |
Net loss | $ (738,787) | $ (519,135) | $ (1,403,424) | $ (719,181) |
Net loss per share: basic | $ (.02) | $ (.02) | $ (.05) | $ (.04) |
Net loss per share: diluted | $ 0 | $ (.02) | $ 0 | $ (.03) |
Weighted average shares outstanding: basic | 33,174,164 | 29,525,000 | 30,628,552 | 18,025,000 |
Weighted Averages shares outstanding: diluted | 768,406,159 | 32,698,718 | 765,860,547 | 21,198,718 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Cash flows from operating activities | |||||
Net loss | $ (738,787) | $ (519,135) | $ (1,403,424) | $ (719,181) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Depreciation | 2,009 | 1,923 | 6,027 | 3,340 | |
Amortization of loan discount | 507,814 | 0 | |||
Change in derivative liability | 138,775 | 0 | (6,010) | 0 | |
Stock-based compensation | 77,527 | 253,264 | 218,625 | 253,264 | |
Changes in operating assets and liabilities | |||||
Accounts payable and accrued liabilities | 17,407 | 21,712 | |||
Payroll liabilities | 97,585 | 0 | |||
Prepaid expenses | 0 | 6,000 | |||
Deposits | 0 | (5,592) | |||
Net cash used in operating activities | (561,976) | (440,457) | |||
Cash flows from Investing activities | |||||
Furniture and fixtures | 0 | (46,229) | |||
Application design | 0 | (87,557) | |||
Net cash used in investing activities | 0 | (133,786) | |||
Cash flow from financing activities | |||||
Repayment of convertible debenture - related party | (10,000) | 0 | |||
Convertible note - related party | 150,000 | 0 | |||
Proceeds from convertible debenture | 419,000 | 0 | |||
Proceeds from issuance of common stock | 0 | 622,100 | |||
Net cash provided by financing activities | 559,000 | 622,100 | |||
Net change in cash and equivalents | (2,976) | 47,857 | |||
Cash and cash equivalents at beginning of the period | 9,513 | 3,714 | $ 3,714 | ||
Cash and cash equivalents at end of the period | $ 6,537 | $ 51,571 | 6,537 | 51,571 | $ 9,513 |
Supplemental cash flow information: | |||||
Cash paid for interest | 0 | 0 | |||
Cash paid for income taxes | 0 | 0 | |||
Conversion of convertible debenture | 127,633 | 0 | |||
Common stock issued for intangible property | 0 | 644,000 | |||
Convertible note - related party exchange for preferred shares | $ 809,205 | $ 0 |
1. SUMMARY OF SIGNIFICANT ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
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 condensed consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The preparation of these condensed 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 condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. In the opinion of management, these unaudited condensed consolidated 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, 2015, and the results of operations and cash flows for the nine months ended September 30, 2015 and 2014. The results of operations for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year. The Companys 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 At closing of the acquisition transaction, Apptigo became the Companys wholly-owned subsidiary and the Company became Apptigos parent. Thereafter, the principal shareholder of the Company cancelled 10,000,000 shares of the Companys 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 the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported a net loss of $1,403,424 for the nine months ended September 30, 2015 and had an accumulated deficit of $3,543,338. The Company has a net negative working capital of $2,115,589 as of September 30 2015. 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. We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. The trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. The ability to successfully resolve these factors raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the aforementioned uncertainties. 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. Fair Value Measurements Level 1 Level 2 Level 3 Total Derivative Liability - Current $ $ $ 1,557,678 $ 1,557,678 Derivative Liability - long term 177,841 177,841 Total $ $ $ 1,735,519 $ 1,735,519 Derivative liability - current for convertible note for the nine months ended September 30, 2015 is $1,557,678, compared to $324,826 as of December 31, 2014. Derivative Liability long term for convertible notes for the nine months ended September 30, 2015 is $177,841, compared to $0 as of December 31, 2014. 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 products technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Companys 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 nine months ended September 30, 2015 and 2014, the company expensed $34,116 compared to $0 for the nine months ended September 30, 2014, for research and development. For the three months ended September 30, 2015 and 2014, the company expensed $7 compared to $0 for the three months ended September 30, 2014, 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 entitys management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the entitys 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. Net Loss per Share Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the "if converted" method 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 $2,009 and $1,923 for the three months ended September 30, 2015 and 2014, respectively. Depreciation and amortization expense on property and equipment was $6,027 and $3,340 for the nine months ended September 30, 2015 and 2014, respectively. |
2. INTANGIBLE PROPERTIES
2. INTANGIBLE PROPERTIES | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2. Intangible Properties | On August 4, 2014, Apptigo entered into an Intellectual Property Purchase Agreement with the Companys 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 September 30, 2015, the transaction has been recorded as stock payable. |
3. CONVERTIBLE DEBENTURES
3. CONVERTIBLE DEBENTURES | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
3. CONVERTIBLE DEBENTURES | On November 18, 2014 the Company entered into a 12% Secured Convertible Debenture with a related party. 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. This note was paid off on September 17, 2015 with funds received from a new note. See below for additional information. September 30, 2015 December 31, 2014 Convertible debenture $ 20,000 $ 55,000 Original issue discount (4,411 ) Less: Payment (22,244 ) (35,000 ) Accumulated interest 2,244 819 Convertible debenture, net of OID $ $ 16,408 On November 21, 2014 the Company entered into a 10% Secured Convertible Debenture. The debenture carries a fifteen month 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 debenture has a true up feature in the note which permits the note holder to acquire additional shares after a conversion, in the event the proceeds from the sale of the shares is not equal to or greater than the value of the shares on the date of conversion. During the nine months ended September 30, 2015 the company expensed $38,559 as interest expense in relation to true up valuation. As of September 30, 2015, the Company has converted $79,548 of the convertible note with 5,692,687 shares of common stock. September 30, 2015 December 31, 2014 Convertible debenture $ 60,000 $ 60,000 Conversion of debt to common stock (79,548 ) Discount Warrant (17,364 ) Discount (16,221 ) Original issue discount (4,520 ) Accumulated interest 43,268 575 Convertible debenture, net of OID $ 23,720 $ 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. As of September 30, 2015, the Company has received $200,000 in total. September 30, 2015 December 31,2014 Convertible debenture $ 100,000 $ 100,000 Additional amount received 100,000 Discount (119,857 ) Accumulated interest 11,104 556 Convertible debenture, net of OID and discount $ 91,247 $ 100,556 On February 9, 2015, the Company executed a $59,000 Secured Convertible Promissory Note. The note has an 8% interest rate and a term of 9 months. During the nine months ended September 30, 2015, the company converted $12,904 of the convertible debt for 3,108,168 shares of common stock. There was additional interest as a default on the note in the amount of $29,500 September 30, 2015 Convertible debenture $ 59,000 Discount (214 ) Conversion of debt to common stock (12,904 ) Accumulated interest 32,936 Convertible debenture net of discount $ 78,818 On March 9, 2015, the Company executed a $50,000 12% Secured Convertible Promissory Note. The note has a 12% interest rate and a term of 6 months. September 30, 2015 Convertible debenture $ 50,000 Accumulated interest 3,437 Convertible debenture $ 53,437 On March 25, 2015, the Company executed and sold a $250,000 Secured Convertible Promissory Note. The note has a 12% interest rate and for a term of 1 year. The company received $25,000 which includes an original issue discount of $2,778, upon closing of the transaction. During the nine months ended September 30, 2015, the company converted $2,220 of the convertible debt for 1,000,000 shares of common stock. September 30, 2015 Convertible debenture $ 27,778 issue discount (1,363 ) Conversion of debt to common stock (2,220 ) Discount (19,662 ) Accumulated interest 1,012 Convertible debenture, net of OID and discount $ 5,545 On May 20, 2015, the Company executed a $31,500 8% Secured Convertible Promissory Note. The note has an 8% interest rate and a term of 1 year. September 30, 2015 Convertible debenture $ 31,500 Discount (24,469 ) Accumulated interest 924 Convertible debenture, net of discount $ 7,955 On May 21, 2015, the Company executed a $55,000 10% Secured Convertible Promissory Note. The note has a 10% interest rate and a term of nine months. September 30, 2015 Convertible debenture $ 55,000 Discount (26,087 ) Accumulated interest 2,004 Convertible debenture, net of discount $ 30,917 On May 25, 2015, the Company executed a $55,000 10% Secured Convertible Promissory Note. The note has a 10% interest rate and a term of one year. The note has a 10% Original Issue Discount totaling $5,000. September 30, 2015 Convertible debenture $ 55,000 Issue Discount (4,521 ) Discount (32,055 ) Accumulated interest 1,539 Convertible debenture, net of discount $ 19,963 On June 3, 2015, the Company executed a $43,500 8% Secured Convertible Promissory Note. The note has an 8% interest rate and a term of 1 year. September 30, 2015 Convertible debenture $ 43,500 Discount (14,985 ) Accumulated interest 1,140 Convertible debenture, net of discount $ 29,655 On August 3, 2015 the Company executed an $809,235 10% Secured Convertible Debenture in exchange for 145,000 shares of Preferred Stock. The note has a 10% interest rate and a term of one year. September 30, 2015 Convertible debenture $ 809,205 Discount (696,138 ) Accumulated interest 11,307 Convertible debenture, net of discount $ 124,374 On August 10, 2015, the Company entered into a 10% Convertible Debenture. The note has a 10% interest rate and a term of one year. Additionally the company entered into two additional notes in September with the same party and under the same terms as the note on August 10, 2015. Funds from the third payment in the amount of $12,244 was used to satisfy the note on November 18, 2014. September 30, 2015 Convertible debenture $ 150,000 Discount (137,539 ) Accumulated interest 1,247 Convertible debenture, net of discount $ 13,708 |
4. DERIVATIVE LIABILITY
4. DERIVATIVE LIABILITY | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
4. DERIVATIVE LIABILITY | In connection with Secured Convertible Debentures, 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 companys common stock. The conversion price of the outstanding balance 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 entitys own common stock. September 30, 2015 December 31, 2014 Risk-free interest rate at grant date .08% .25% Expected stock price volatility 129% 139% Expected dividend payout Expected option in life-years .50 1.25 As of September 30 2015, derivative liability for this note is $11,182 and the change of derivative liability for the nine months ended September 30, 2015 was $37,927. An additional derivative liability for the warrants in connection with the note in the amount of $26,041. As of September 30, 2015 the net derivative liability totaled $37,223 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 entitys own common stock. September 30, 2015 December 31, 2014 Risk-free interest rate at grant date .64% 1.59% Expected stock price volatility 213% 139% Expected dividend payout Expected option in life-years 2.25 3 As of September 30, 2015, total derivative liability for this note is $150,341 and the loss in change of derivative liability for the nine months ended September 30, 2015 was $65,663. The Company entered into a 12% Secured Convertible Debenture entered into on February 9, 2015, for a term of 9 months. The debenture is in the amount of $59,000. The conversion price for the amount to be converted of 52% of the average of the three lowest trading price for the previous 10 days at date of 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 entitys own common stock. September 30, 2015 Risk-free interest rate at grant date .64% Expected stock price volatility 142% Expected dividend payout Expected option in life-years .15 As of September 30, 2015, total derivative liability for this note is $76,996 and the derivative expense for the note was $76,996 for the nine months ended September 30, 2015. The Company entered into a 12% Secured Convertible Debenture entered into on March 9, 2015, for a term of 6 months. The debenture is in the amount of $50,000. Conversion of the note is based on a comparison between the lesser of two variable conversion prices. The conversion price of the outstanding balance is the lower of 45% of the lowest trading price for the previous 20 days at date of conversion or 45% of the lowest trading price for the previous 20 days before the date of the note. 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 entitys own common stock. September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 149% Expected dividend payout Expected option in life-years .25 As of September 30, 2015, total derivative liability for this note is $29,537 and the derivative expense for the note was $29,537 for the nine months ended September 30, 2015. The Company entered into a 12% Secured Convertible Debenture entered into on March 25, 2015, for a term of 2 years. The debenture is in the amount of $250,000 which includes a $25,000 original issue discount. At closing the company received $25,000 and an original issue discount of $2,778 for a total liability of $27,778. 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 $0.087 or 60% of the lowest trading price for the previous 25 days at date of 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 entitys own common stock. September 30, 2015 Risk-free interest rate at grant date .64% Expected stock price volatility 212% Expected dividend payout Expected option in life-years 1.5 As of September 30, 2015, total derivative liability for this note is $27,500 and the derivative expense for the note was $27,500 for the nine months ended September 30, 2015. The Company entered into an 8% Secured Convertible Debenture on May 20, 2015, for a term of 1 year. The debenture is in the amount of $31,500. The conversion price of the outstanding balance is the 55% of the lowest trading price for the previous 18 days at date of 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 entitys own common stock. September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 153% Expected dividend payout Expected option in life-years .75 As of September 30, 2015, total derivative liability for this note is $25,179 and the derivative expense for the note was $25,179 for the nine months ended September 30, 2015. The Company entered into a 10% Secured Convertible Debenture entered into on May 21, 2015, for a term of 9 months. The debenture is in the amount of $55,000. The conversion price of the outstanding balance is 50% of the average of the two lowest trading price for the previous 25 days at date of 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 entitys own common stock. September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 127% Expected dividend payout Expected option in life-years .5 As of September 30, 2015, total derivative liability for this note is $41,217 and the derivative expense for the note was $41,217 for the nine months ended September 30, 2015. The Company entered into an 10% Secured Convertible Debenture entered into on May 25, 2015, for a term of 1 year. The debenture is in the amount of $55,000. The conversion price of the outstanding balance is 50% of the average of the three lowest trading price for the previous 20 days at date of 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 entitys own common stock. September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 152% Expected dividend payout Expected option in life-years .64 As of September 30, 2015, total derivative liability for this note is $48,061 and the derivative expense for the note was $48,061 for the nine months ended September 30, 2015. The Company entered into a 8% Secured Convertible Debenture entered into on June 3, 2015, for a term of 9 months. The debenture is in the amount of $43,500. The conversion price of the outstanding balance is 51% of the average of the three lowest trading price for the previous 15 days at date of 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 entitys own common stock. September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 130% Expected dividend payout Expected option in life-years .43 As of September 30, 2015, total derivative liability for this note is $30,378 and the derivative expense for the note was $30,378 for the nine months ended September 30, 2015. The Company entered into a 10% Secured Convertible Debentures entered into in August and September 2015, for a term of 1 year. The debenture is in the amount of $150,000. The conversion price of the outstanding balance is 40% of the lowest trading price for the previous 10 days at date of 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 entitys own common stock. September 30, 2015 Risk-free interest rate at grant date .33% Expected stock price volatility 218% Expected dividend payout Expected option in life-years 1.0 As of September 30, 2015, total derivative liability for this note is $225,177 and the derivative expense for the note was $225,177 for the nine months ended September 30, 2015. The Company entered into an Exchange Agreement on August 10, 2015. Under the terms of the Exchange Agreement the Holder, who was the owner of 145,000 shares of the Companys Series A Convertible Preferred stock, exchanged the Preferred Shares for a 10% Convertible Debenture in the amount of $809,205. The conversion price of the outstanding balance is 45% of the lowest trading price for the previous 10 days at date of 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 entitys own common stock. September 30, 2015 Risk-free interest rate at grant date .33% Expected stock price volatility 218% Expected dividend payout Expected option in life-years .80 As of September 30, 2015, total derivative liability for this note is $1,043,910 and the derivate expense for the note was $1,043,910 for the nine months ended September 30, 2015. |
5. WARRANT AND OPTION LIABILITY
5. WARRANT AND OPTION LIABILITY | 9 Months Ended |
Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
5. WARRANT AND OPTION LIABILITY | As of September 30, 2015, these warrants include the following: Warrants granted on November 18, 2014 in connection with a 12% secured convertible debenture, the right to purchase up to 200,000 shares of the Companys common stock with an original exercise price of $0.05. In accordance with warrants granted in connection with the convertible debenture entered into on November 21, 2014, the investor has the right to purchase up to 10,714,286 shares of the Companys common stock with an conversion price of $0.002 as of September 30, 2015. The warrants carry a provision for the adjustment based on the terms of the contract. Fair value was determined using the following variables: A derivative liability based on the fair value of the warrants as of September 30, 2015 amounted to $26,041. Grant Date September 30, 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 4.25 Number of Weighted-Average Outstanding at December 31, 2014 10,714,286 $ .002 Granted Exercised Canceled or expired Outstanding at September 30, 2015 10,714,286 $ .002 On June 17, 2014, the Company granted 550,000 options to six employees for services. As of March 31, 2015, a total of 360,000 options have been vested. No options have been exercised and 280,000 options have been canceled due to termination of service contracts. Stock based compensation for the three months ended September 30 2015 and 2014, amounted to $77,527 and $253,264, respectively. Stock based compensation for the nine months ended September 30 2015 and 2014, amounted to $218,625 and $253,264, respectively. |
6. EQUITY
6. EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
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 Companys 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 the event of conversion. In May 2014, the Company entered into an agreement for services which included the issuance of 50,000 shares of common stock. As of September 30, 2014 the transaction is recorded as stock payable. On June 17, 2014, the Company issued 550,000 options for service by six employees. As of September 30, 2015 360,000 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 are recorded as stock payable as of September 30, 2015. In addition, the Company purchased Intellectual Property from the Companys head designer for 400,000 shares of common stock at a price of $644,000. This transaction has been recorded as stock payable as of September 30, 2015. During the nine months ended September 30, 2014, the Company received $22,100 from subscriptions receivable. The Company issued warrants in connection with convertible debentures as described in Note 5. 2015 On May 26, 2015 the Company issued 431,831 shares of common stock for the conversion of debt in the amount of $25,593. On June 23, 2015 the Company issued 300,000 shares of common stock to a consultant for the services totaling $10,800. On June 26, 2015 the Company issued 889,245 shares of common stock for the conversion of debt in the amount of $22,824. On June 26, 2015 the Company issued 1,550,000 shares of restricted common stock to two employees and two consultants. On July 1, 2015, the Company issued 700,000 shares of common stock to a consultant in the amount of $17,500. On July 10, 2015, the Company issued 11,250 shares of common stock to a consultant in the amount of $563. On July 26, 2015, the Company issued 1,246,611 shares of common stock for conversion of debt in the amount of $22,747. On July 31, 2015, the Company issued 300,000 shares of common stock to a consultant in the amount of $7,500. On August 17, 2015, the Company issued 1,554,464 shares of common stock for conversion of debt in the amount of $8,705. On August 18, 2015, the Company issued 1,553,704 shares of common stock for conversion of debt in the amount of $4,199. On September 25, 2015, the Company issued 1,000,000 shares of common stock for conversion of debt in the amount of $2,220. On September 25, 2015, the Company issued 3,125,000 shares of common stock for conversion of debt in the amount of $8,384. Preferred Stock On April 17, 2014, the Company filed Amended and Restated Articles of Incorporation with the state of Nevada, authorizing 10,000,000 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. On August 10, 2015, Apptigo International, Inc. (the Company) and The Vantage Group, Ltd. (Holder) entered into an Exchange Agreement. Under the terms of the Exchange Agreement the Holder, who was the owner of 145,000 shares of the Companys Series A Convertible Preferred stock (the Preferred Shares), exchanged the Preferred Shares for a 10% Convertible Debenture (the Debenture) in the amount of $809,205. The principal amount of the Debenture represented the principal price paid for the Preferred Shares and any dividends which the Holder was entitled under the terms of the Preferred Shares. 2014 Stock Incentive Plan On June 19, 2014 (the Effective Date Plan |
7. RELATED PARTY TRANSACTIONS
7. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
7. RELATED PARTY TRANSACTIONS | On November 18, 2014 the Company entered into a 12% Secured Convertible Debenture with a related party. The note was paid off in September 2015. See Note 3 A 10% Secured Convertible Debenture was issued in the amount of 150,000 with a related party. See Note 3 The Company entered into an Exchange Agreement on August 10, 2015. Under the terms of the Exchange Agreement the Holder, who was the owner of 145,000 shares of the Companys Series A Convertible Preferred stock, exchanged the Preferred Shares for a 10% Convertible Debenture in the amount of $809,205. See Note 3. |
8. SUBSEQUENT EVENTS
8. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
8. SUBSEQUENT EVENTS | On October 6, 2015, Apptigo International, Inc. (the Company) filed with the Secretary of State of the State of Nevada an Amendment to Articles of Incorporation to increase the authorized shares of Common Stock of the Company (the Amendment). The Amendment authorizes the Company to issue 2,000,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof During the period of October 1, 2015 through the filing date, the Company issued 86,566,860 shares of common stock for conversion of debt in the amount of $46,134. On October 21, 2015, the Company entered into a 10% Convertible Debenture in the amount of $50,000. The note has a 10% interest rate and a term of one year. On November 11, 2015 the Companys Articles of Incorporation were amended to provide for 5,000,000 shares of Series B Convertible B Stock (B Stock). Each share of B Stock has 25 votes per share and votes with the common stock as a group. The B Stock is convertible into common stock when the shareholders have approved an amendment to the Companys Articles of Incorporation to provide a sufficient number of shares of common stock to permit conversion of the B Stock at 25 shares of common stock for 1 share of B Stock. The B Stock was issued to the Companys Executive Officers. On November 18, 2015, the Company entered into a 10% Convertible Debenture in the amount of $200,000. The note has a 10% interest rate and a term of one year. |
1. SUMMARY OF SIGNIFICANT ACC14
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The preparation of these condensed 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 condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. In the opinion of management, these unaudited condensed consolidated 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, 2015, and the results of operations and cash flows for the nine months ended September 30, 2015 and 2014. The results of operations for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year. The Companys 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 At closing of the acquisition transaction, Apptigo became the Companys wholly-owned subsidiary and the Company became Apptigos parent. Thereafter, the principal shareholder of the Company cancelled 10,000,000 shares of the Companys 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 the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported a net loss of $1,403,424 for the nine months ended September 30, 2015 and had an accumulated deficit of $3,543,338. The Company has a net negative working capital of $2,115,589 as of September 30 2015. 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. We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. The trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. The ability to successfully resolve these factors raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the aforementioned uncertainties. |
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. Fair Value Measurements Level 1 Level 2 Level 3 Total Derivative Liability - Current $ $ $ 1,557,678 $ 1,557,678 Derivative Liability - long term 177,841 177,841 Total $ $ $ 1,735,519 $ 1,735,519 Derivative liability - current for convertible note for the nine months ended September 30, 2015 is $1,557,678, compared to $324,826 as of December 31, 2014. Derivative Liability long term for convertible notes for the nine months ended September 30, 2015 is $177,841, compared to $0 as of December 31, 2014. |
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 products technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Companys 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 nine months ended September 30, 2015 and 2014, the company expensed $34,116 compared to $0 for the nine months ended September 30, 2014, for research and development. For the three months ended September 30, 2015 and 2014, the company expensed $7 compared to $0 for the three months ended September 30, 2014, 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 entitys management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the entitys 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. |
Net Loss per Share | Net Loss per Share Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the "if converted" method |
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 $2,009 and $1,923 for the three months ended September 30, 2015 and 2014, respectively. Depreciation and amortization expense on property and equipment was $6,027 and $3,340 for the nine months ended September 30, 2015 and 2014, respectively. |
1. SUMMARY OF SIGNIFICANT ACC15
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies Tables | |
Schedule of fair value measurements | Fair Value Measurements Level 1 Level 2 Level 3 Total Derivative Liability - Current $ $ $ 1,557,678 $ 1,557,678 Derivative Liability - long term 177,841 177,841 Total $ $ $ 1,735,519 $ 1,735,519 |
3. CONVERTIBLE DEBENTURE (Table
3. CONVERTIBLE DEBENTURE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
$50,000 12% Secured Convertible Debenture | |
Convertible debenture table | September 30, 2015 December 31, 2014 Convertible debenture $ 20,000 $ 55,000 Original issue discount (4,411 ) Less: Payment (22,244 ) (35,000 ) Accumulated interest 2,244 819 Convertible debenture, net of OID $ $ 16,408 |
$60,000 10% Secured Convertible Debenture | |
Convertible debenture table | September 30, 2015 December 31, 2014 Convertible debenture $ 60,000 $ 60,000 Conversion of debt to common stock (79,548 ) Discount Warrant (17,364 ) Discount (16,221 ) Original issue discount (4,520 ) Accumulated interest 43,268 575 Convertible debenture, net of OID $ 23,720 $ 22,470 |
7% Secured Convertible Debenture | |
Convertible debenture table | September 30, 2015 December 31,2014 Convertible debenture $ 100,000 $ 100,000 Additional amount received 100,000 Discount (119,857 ) Accumulated interest 11,104 556 Convertible debenture, net of OID and discount $ 91,247 $ 100,556 |
$59,000 Convertible Promissory Note | |
Convertible debenture table | September 30, 2015 Convertible debenture $ 59,000 Discount (214 ) Conversion of debt to common stock (12,904 ) Accumulated interest 32,936 Convertible debenture net of discount $ 78,818 |
$50,000 12% Convertible Promissory Note | |
Convertible debenture table | September 30, 2015 Convertible debenture $ 50,000 Accumulated interest 3,437 Convertible debenture $ 53,437 |
$250,000 12% Convertible Promissory Note | |
Convertible debenture table | September 30, 2015 Convertible debenture $ 27,778 issue discount (1,363 ) Conversion of debt to common stock (2,220 ) Discount (19,662 ) Accumulated interest 1,012 Convertible debenture, net of OID and discount $ 5,545 |
$31,500 8% Convertible Promissory Note | |
Convertible debenture table | September 30, 2015 Convertible debenture $ 31,500 Discount (24,469 ) Accumulated interest 924 Convertible debenture, net of discount $ 7,955 |
$55,000 10% Convertible Promissory Note | |
Convertible debenture table | September 30, 2015 Convertible debenture $ 55,000 Discount (26,087 ) Accumulated interest 2,004 Convertible debenture, net of discount $ 30,917 |
$55,000 10% Convertible Promissory Note | |
Convertible debenture table | September 30, 2015 Convertible debenture $ 55,000 Issue Discount (4,521 ) Discount (32,055 ) Accumulated interest 1,539 Convertible debenture, net of discount $ 19,963 |
$43,500 8% Convertible Promissory Note | |
Convertible debenture table | September 30, 2015 Convertible debenture $ 43,500 Discount (14,985 ) Accumulated interest 1,140 Convertible debenture, net of discount $ 29,655 |
$809,235 10% Convertible Promissory Note | |
Convertible debenture table | September 30, 2015 Convertible debenture $ 809,205 Discount (696,138 ) Accumulated interest 11,307 Convertible debenture, net of discount $ 124,374 |
$150,000 10% Convertible Promissory Note | |
Convertible debenture table | September 30, 2015 Convertible debenture $ 150,000 Discount (137,539 ) Accumulated interest 1,247 Convertible debenture, net of discount $ 13,708 |
4. DERIVATIVE LIABILITY (Tables
4. DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
$50,000 12% Secured Convertible Debenture | |
Assumptions | September 30, 2015 December 31, 2014 Risk-free interest rate at grant date .08% .25% Expected stock price volatility 129% 139% Expected dividend payout Expected option in life-years .50 1.25 |
7% Secured Convertible Debenture | |
Assumptions | September 30, 2015 December 31, 2014 Risk-free interest rate at grant date .64% 1.59% Expected stock price volatility 213% 139% Expected dividend payout Expected option in life-years 2.25 3 |
$59,000 Convertible Promissory Note | |
Assumptions | September 30, 2015 Risk-free interest rate at grant date .64% Expected stock price volatility 142% Expected dividend payout Expected option in life-years .15 |
$50,000 12% Convertible Promissory Note | |
Assumptions | September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 149% Expected dividend payout Expected option in life-years .25 |
$250,000 12% Convertible Promissory Note | |
Assumptions | September 30, 2015 Risk-free interest rate at grant date .64% Expected stock price volatility 212% Expected dividend payout Expected option in life-years 1.5 |
$31,500 8% Convertible Promissory Note | |
Assumptions | September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 153% Expected dividend payout Expected option in life-years .75 |
$55,000 10% Convertible Promissory Note | |
Assumptions | September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 127% Expected dividend payout Expected option in life-years .5 |
$55,000 10% Convertible Promissory Note | |
Assumptions | September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 152% Expected dividend payout Expected option in life-years .64 |
$43,500 8% Convertible Promissory Note | |
Assumptions | September 30, 2015 Risk-free interest rate at grant date .08% Expected stock price volatility 130% Expected dividend payout Expected option in life-years .43 |
$150,000 10% Convertible Promissory Note | |
Assumptions | September 30, 2015 Risk-free interest rate at grant date .33% Expected stock price volatility 218% Expected dividend payout Expected option in life-years 1.0 |
$809,235 10% Convertible Promissory Note | |
Assumptions | September 30, 2015 Risk-free interest rate at grant date .33% Expected stock price volatility 218% Expected dividend payout Expected option in life-years .80 |
5. WARRANT LIABILITY (Tables)
5. WARRANT LIABILITY (Tables) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Assumptions used | Grant Date September 30, 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 4.25 |
Warrant activity | Number of Weighted-Average Outstanding at December 31, 2014 10,714,286 $ .002 Granted Exercised Canceled or expired Outstanding at September 30, 2015 10,714,286 $ .002 |
1. Summary of Significant Acc19
1. Summary of Significant Accounting Policies (Details - Fair Value) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative liability - current | $ 1,557,678 | $ 324,826 |
Derivative liability - long term | 177,841 | $ 0 |
Total | 1,735,519 | |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability - current | 0 | |
Derivative liability - long term | 0 | |
Total | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability - current | 0 | |
Derivative liability - long term | 0 | |
Total | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability - current | 1,577,678 | |
Derivative liability - long term | 177,841 | |
Total | $ 1,735,519 |
1. Summary of Significant Acc20
1. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ (738,787) | $ (519,135) | $ (1,403,424) | $ (719,181) | |
Accumulated deficit | (3,543,338) | (3,543,338) | $ (2,139,914) | ||
Working capital | (2,115,589) | (2,115,589) | |||
Research and development costs | 7 | 0 | 34,116 | 0 | |
Depreciation and amortization expense | $ 2,009 | $ 1,923 | $ 6,027 | $ 3,340 |
2. Intangible Properties (Detai
2. Intangible Properties (Details Narrative) | 12 Months Ended |
Dec. 31, 2014USD ($)shares | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Common stock issued for intellectual property rights, shares issued | shares | 400,000 |
Common stock issued for intellectual property rights, value | $ | $ 644,000 |
3. Convertible Debenture (Detai
3. Convertible Debenture (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Conversion of debt to common stock | $ (94,672) | ||
Original issue discount | (102,331) | $ (38,105) | |
Add: Additional amounts received | $ 419,000 | $ 0 | |
Conversion of debt to common stock, shares issued | 9,800,855 | ||
$50,000 12% Secured Convertible Debenture | |||
Convertible debenture | $ 20,000 | 55,000 | |
Original issue discount | 0 | (4,411) | |
Less: payment | (22,244) | (35,000) | |
Accumulated interest | 2,244 | 819 | |
Convertible debenture, net of OID | 0 | 16,408 | |
$60,000 10% Secured Convertible Debenture | |||
Convertible debenture | 60,000 | 60,000 | |
Discount - Warrant | 0 | (17,364) | |
Conversion of debt to common stock | (79,548) | 0 | |
Beneficial conversion feature | 0 | (16,221) | |
Original issue discount | 0 | (4,520) | |
Accumulated interest | 43,268 | 575 | |
Convertible debenture, net of OID | 23,720 | 22,470 | |
Interest expense | $ 38,559 | ||
Conversion of debt to common stock, shares issued | 5,692,687 | ||
7% Secured Convertible Debenture | |||
Convertible debenture | $ 200,000 | 100,000 | |
Beneficial conversion feature | (119,857) | ||
Add: Additional amounts received | 200,000 | 100,000 | |
Accumulated interest | 11,104 | 556 | |
Convertible debenture, net of OID | 91,247 | $ 100,556 | |
$59,000 Convertible Promissory Note | |||
Convertible debenture | 59,000 | ||
Conversion of debt to common stock | (12,904) | ||
Beneficial conversion feature | (214) | ||
Accumulated interest | 32,736 | ||
Convertible debenture, net of OID | $ 78,818 | ||
Conversion of debt to common stock, shares issued | 3,108,168 | ||
$50,000 12% Convertible Promissory Note | |||
Convertible debenture | $ 50,000 | ||
Accumulated interest | 3,437 | ||
Convertible debenture, net of OID | 53,437 | ||
$250,000 12% Convertible Promissory Note | |||
Convertible debenture | 27,778 | ||
Discount - Warrant | (1,363) | ||
Conversion of debt to common stock | (2,220) | ||
Beneficial conversion feature | (1,363) | ||
Original issue discount | (19,662) | ||
Accumulated interest | 1,012 | ||
Convertible debenture, net of OID | 5,545 | ||
$31,500 8% Convertible Promissory Note | |||
Convertible debenture | 31,500 | ||
Beneficial conversion feature | (24,469) | ||
Accumulated interest | 924 | ||
Convertible debenture, net of OID | 7,955 | ||
$55,000 10% Convertible Promissory Note | |||
Convertible debenture | 55,000 | ||
Beneficial conversion feature | (26,087) | ||
Accumulated interest | 1,004 | ||
Convertible debenture, net of OID | 30,917 | ||
$55,000 10% Convertible Promissory Note | |||
Convertible debenture | 55,000 | ||
Beneficial conversion feature | (32,055) | ||
Original issue discount | (4,521) | ||
Accumulated interest | 1,539 | ||
Convertible debenture, net of OID | 19,963 | ||
$43,500 8% Convertible Promissory Note | |||
Convertible debenture | 43,500 | ||
Beneficial conversion feature | (14,985) | ||
Accumulated interest | 1,140 | ||
Convertible debenture, net of OID | 29,655 | ||
$809,235 10% Convertible Promissory Note | |||
Convertible debenture | 809,205 | ||
Beneficial conversion feature | (696,138) | ||
Accumulated interest | 11,307 | ||
Convertible debenture, net of OID | 124,374 | ||
$150,000 10% Convertible Promissory Note | |||
Convertible debenture | 150,000 | ||
Beneficial conversion feature | (137,539) | ||
Accumulated interest | 1,247 | ||
Convertible debenture, net of OID | $ 13,708 |
4. Derivative Liability (Detail
4. Derivative Liability (Details - Assumptions) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
$60,000 10% Secured Convertible Debenture | ||
Risk-free interest rate | 0.08% | 0.25% |
Expected stock price volatility | 129.00% | 139.00% |
Expected dividend payout | 0.00% | 0.00% |
Expected option in life-years | 6 months | 1 year 3 months |
7% Secured Convertible Debenture | ||
Risk-free interest rate | 0.64% | 1.59% |
Expected stock price volatility | 213.00% | 139.00% |
Expected dividend payout | 0.00% | 0.00% |
Expected option in life-years | 2 years 3 months | 3 years |
$59,000 Convertible Promissory Note | ||
Risk-free interest rate | 0.64% | |
Expected stock price volatility | 142.00% | |
Expected dividend payout | 0.00% | |
Expected option in life-years | 1 month 24 days | |
$50,000 12% Convertible Promissory Note | ||
Risk-free interest rate | 0.08% | |
Expected stock price volatility | 149.00% | |
Expected dividend payout | 0.00% | |
Expected option in life-years | 3 months | |
$250,000 12% Convertible Promissory Note | ||
Risk-free interest rate | 0.64% | |
Expected stock price volatility | 212.00% | |
Expected dividend payout | 0.00% | |
Expected option in life-years | 1 year 6 months | |
$31,500 8% Convertible Promissory Note | ||
Risk-free interest rate | 0.08% | |
Expected stock price volatility | 153.00% | |
Expected dividend payout | 0.00% | |
Expected option in life-years | 9 months | |
$55,000 10% Convertible Promissory Note | ||
Risk-free interest rate | 0.08% | |
Expected stock price volatility | 127.00% | |
Expected dividend payout | 0.00% | |
Expected option in life-years | 6 months | |
$55,000 10% Convertible Promissory Note | ||
Risk-free interest rate | 0.08% | |
Expected stock price volatility | 152.00% | |
Expected dividend payout | 0.00% | |
Expected option in life-years | 7 months 20 days | |
$43,500 8% Convertible Promissory Note | ||
Risk-free interest rate | 0.08% | |
Expected stock price volatility | 130.00% | |
Expected dividend payout | 0.00% | |
Expected option in life-years | 5 months 5 days | |
$150,000 10% Convertible Promissory Note | ||
Risk-free interest rate | 0.33% | |
Expected stock price volatility | 218.00% | |
Expected dividend payout | 0.00% | |
Expected option in life-years | 1 year | |
$809,235 10% Convertible Promissory Note | ||
Risk-free interest rate | 0.33% | |
Expected stock price volatility | 218.00% | |
Expected dividend payout | 0.00% | |
Expected option in life-years | 9 months 18 days |
4. Derivative Liability (Deta24
4. Derivative Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative liability | $ 1,735,519 | $ 1,735,519 | ||
Gain (loss) in change of derivative liability | (138,775) | $ 0 | 6,010 | $ 0 |
$60,000 10% Secured Convertible Debenture | ||||
Derivative liability | 11,182 | 11,182 | ||
Increase (decrease) in derivative liability | 37,927 | |||
Gain (loss) in change of derivative liability | 26,041 | |||
Net derivative liability | 37,223 | 37,223 | ||
7% Secured Convertible Debenture | ||||
Derivative liability | 150,341 | 150,341 | ||
Gain (loss) in change of derivative liability | (65,663) | |||
$50,000 12% Secured Convertible Debenture | ||||
Derivative liability | 76,996 | 76,996 | ||
Derivative expense | 76,996 | |||
$50,000 12% Convertible Promissory Note | ||||
Derivative liability | 29,537 | 29,537 | ||
Derivative expense | 29,537 | |||
$250,000 12% Convertible Promissory Note | ||||
Derivative liability | 27,500 | 27,500 | ||
Derivative expense | 27,500 | |||
$31,500 8% Convertible Promissory Note | ||||
Derivative liability | 25,179 | 25,179 | ||
Derivative expense | 25,179 | |||
$55,000 10% Convertible Promissory Note | ||||
Derivative liability | 41,217 | 41,217 | ||
Derivative expense | 41,217 | |||
$55,000 10% Convertible Promissory Note | ||||
Derivative liability | 48,061 | 48,061 | ||
Derivative expense | 48,061 | |||
$43,500 8% Convertible Promissory Note | ||||
Derivative liability | 30,378 | 30,378 | ||
Derivative expense | 30,378 | |||
$150,000 10% Convertible Promissory Note | ||||
Derivative liability | 225,177 | 225,177 | ||
Derivative expense | 225,177 | |||
$809,235 10% Convertible Promissory Note | ||||
Derivative liability | $ 1,043,910 | 1,043,910 | ||
Derivative expense | $ 1,043,910 |
5. Warrant Liability (Details -
5. Warrant Liability (Details - Assumptions) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Risk-free interest rate | 1.63% |
Expected stock price volatility | 139.00% |
Expected dividend payout | 0.00% |
Expected option in life-years | 4 years 3 months |
5. Warrant Liability (Details26
5. Warrant Liability (Details - Warrant activity) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Warrants outstanding, beginning balance | 10,714,286 |
Warrants granted | 0 |
Warrants outstanding, ending balance | 10,714,286 |
Weighted-average price per share warrants outstanding, beginning | $ / shares | $ .002 |
Weighted-average price per share warrants outstanding, ending | $ / shares | $ .002 |
5. Warrant and Option Liabili27
5. Warrant and Option Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Share based compensation | $ 77,527 | $ 253,264 | $ 218,625 | $ 253,264 | |
Employee Stock Option [Member] | |||||
Options granted | 550,000 | ||||
Options vested | 360,000 | ||||
Options exercised | 0 | ||||
Options cancelled/terminated | 280,000 |
6. Equity (Details Narrative)
6. Equity (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Stock issued for services, shares issued | $ 1,011,250 | |
Stock issued for services, value | 36,363 | |
Common stock payable | $ 64,583 | $ 1,033 |
Common stock issued for intellectual property rights, shares issued | 400,000 | |
Common stock issued for intellectual property rights, value | $ 644,000 | |
Stock issued for conversion of debt, shares issued | 9,800,855 | |
Stock issued for conversion of debt, value | $ 94,672 | |
Stock Purchase Agreements | ||
Options vested | 360,000 | |
Stock sold for cash, shares issued | 22,375,000 | |
Proceeds from common stock sold | $ 600,000 | |
Stock unissued | 600,000 | |
Intellectual property | ||
Common stock payable | $ 644,000 | |
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 |