Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 08, 2016 | Jun. 30, 2015 | |
Document and Entity Information: | |||
Entity Registrant Name | BLACKBOXSTOCKS INC. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Trading Symbol | blbx | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,567,900 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 20,000,000 | ||
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 | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 60,286 | $ 200,530 |
Investments, trading | 414 | 0 |
Prepaid expenses | 3,414 | 0 |
Prepaid expenses, related parties (Note 6) | 154,500 | 0 |
Total current assets | 218,614 | 200,530 |
Property: | ||
Computer and related equipment | 15,465 | 0 |
Total property | 15,465 | 0 |
Total Assets | 234,079 | 200,530 |
Current liabilities: | ||
Accounts payable | 29,148 | 7,318 |
Accounts payable, related parties (Note 6) | 0 | 125,243 |
Total current liabilities | $ 29,148 | $ 132,561 |
Commitments and contingencies (Note 7) | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2015 and 2014 | $ 0 | $ 0 |
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 5,000,000 and no shares issued and outstanding at December 31, 2015 and 2014, respectively | 5,000 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized: 20,835,010 and 16,300,000 issued, 20,835,010 and 16,400,000 outstanding at December 31, 2015 and 2014, respectively | 20,835 | 16,400 |
Additional paid in capital | 799,607 | 298,600 |
Treasury stock, no shares at December 31, 2015 and 100,000 shares at December 31, 2014, at cost | 0 | (50,000) |
Accumulated deficit | (620,511) | (197,031) |
Total Stockholders' Equity | 204,931 | 67,969 |
Total Liabilities and Stockholders' Equity | $ 234,079 | $ 200,530 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
PARENTHETICALS | ||
Preferred Stock, Par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Convertible Preferred Stock Series A, Par value | $ 0.001 | $ 0.001 |
Convertible Preferred Stock Series A, shares authorized | 5,000,000 | 5,000,000 |
Convertible Preferred Stock Series A, shares issued | 5,000,000 | 0 |
Convertible Preferred Stock Series A, shares outstanding | 5,000,000 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 20,835,010 | 16,400,000 |
Common Stock, shares outstanding | 20,835,010 | 16,400,000 |
Treasury stock, Shares | 0 | 100,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Revenues: | ||
Revenue | $ 0 | $ 0 |
Cost of operations | 0 | 0 |
Gross margin | 0 | 0 |
Expenses: | ||
Software development costs | 118,843 | 185,324 |
General and administrative | 78,188 | 238,156 |
Total operating expenses | 197,031 | 423,480 |
Operating loss | (197,031) | (423,480) |
Loss before income taxes | (197,031) | (423,480) |
Income taxes | 0 | 0 |
Net loss | $ (197,031) | $ (423,480) |
Weighted average number of common shares outstanding - basic | 16,013,360 | 17,633,595 |
Net loss per share - basic | $ (0.01) | $ (0.02) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Series A Preferred Stock Shares | Series A Preferred Stock Amount | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Total |
Balance at Apr. 28, 2014 | 0 | 0 | ||||||
Issuance of shares in exchange for design services of trade dress and initial creation of application software | 15,000,000 | 15,000 | 15,000 | |||||
Issuance of shares in exchange for cash | 1,400,000 | 1,400 | 298,600 | 300,000 | ||||
Purchase of treasury stock | $ (50,000) | $ (50,000) | ||||||
Net loss | $ (197,031) | $ (197,031) | ||||||
Balance. at Dec. 31, 2014 | 16,400,000 | 16,400 | 298,600 | (197,031) | (50,000) | 67,969 | ||
Issuance of shares in exchange for cash | 1,600,000 | 1,600 | 798,400 | 800,000 | ||||
Issuance of shares in exchange for cash | 5,000,000 | 5,000 | 5,000 | |||||
Retirement and cancellation of treasury shares | (100,000) | (100) | (49,900) | 50,000 | ||||
Issuance of shares by SMSA in reverse merger transaction | 10,030,612 | 10,031 | (9,589) | 442 | ||||
Purchase and cancellation of shares in exchange for cash | (7,095,602) | (7,096) | (237,904) | (245,000) | ||||
Net loss | $ (423,480) | $ (423,480) | ||||||
Balance at Dec. 31, 2015 | 5,000,000 | 5,000 | 20,835,010 | 20,835 | 799,607 | (620,511) | 204,931 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (197,031) | $ (423,480) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued in exchange for software development | 15,000 | 0 |
Changes in operating assets and liabilities: | ||
Investments, trading | 0 | (414) |
Prepaid expenses | 0 | (3,414) |
Prepaid expenses, related parties | 0 | (154,500) |
Accounts payable | 7,318 | 21,830 |
Accounts payable, related parties | 125,243 | (125,243) |
Net cash used in operating activities | (49,470) | (685,221) |
Cash flows from investing activities | ||
Advance to stockholder | (50,000) | 0 |
Cash received in reverse merger transaction | 0 | 442 |
Purchases of fixed assets | 0 | (15,465) |
Net cash used in investing activities | (50,000) | (15,023) |
Cash flows from financing activities | ||
Common stock issued for cash | 300,000 | 800,000 |
Preferred stock issued for cash | 0 | 5,000 |
Payment for cancellation of common stock | 0 | (245,000) |
Net cash provided by financing activities | 300,000 | 560,000 |
Net increase(decrease) in cash | 200,530 | (140,244) |
Cash - beginning of period | 0 | 200,530 |
Cash - end of period | 200,530 | 60,286 |
Non-cash investing and financing activities: | ||
Repurchase of shares to hold in treasury in exchange for stockholder advance | 50,000 | 0 |
Cancellation of treasury shares | $ 0 | $ 50,000 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2015 | |
ORGANIZATION | |
ORGANIZATION | 1. ORGANIZATION The Company was organized on October 4, 2011 under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. ("Company" or "SMSA") to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court For the Northern District of Texas for reorganization (the "Plan of Reorganization") under Chapter 11 of the United States Bankruptcy Code. On August 1, 2013 we entered into a share purchase agreement with Orsolya Peresztegi pursuant to which she acquired 9.5 million shares of our Company Common Stock, par value $0.001 ("Company Common Stock") for $9,500 cash, or $0.001 per share. As a result of this transaction, there was a change in control of the Company, resulting in Ms. Peresztegi owning 94.7% of our 10,030,612 outstanding shares of Company Common Stock. As a result of the transaction, Ms. Peresztegi became the Company's sole director and officer. On December 1, 2015, the Company entered into a Share Exchange Agreement ("Exchange Agreement"), by and among the Company, Tiger Trade Technologies, Inc. ("Tiger Trade"), a Texas corporation and the Stockholders of Tiger Trade. Tiger Trade had a total of 25 stockholders as of the date of the Exchange Agreement. Under the terms and conditions of the Exchange Agreement, the Company offered and sold Seventeen Million Nine Hundred Thousand (17,900,000) newly issued shares of Company Common Stock and Five Million (5,000,000) newly issued shares of Series A Convertible Preferred Stock, par value $0.001 per share ("Company Preferred Stock") in consideration for all the issued and outstanding shares of Tiger Trade capital stock. The effect of the issuance was that, upon closing of the Exchange Agreement transaction, former Tiger Trade stockholders held approximately 85.91% of the issued and outstanding shares of Company Common Stock and 100% of the issued and outstanding shares of Company Preferred Stock. As a condition precedent to consummation of the Exchange Agreement, Orsolya Peresztegi, the Company's sole officer and director on the closing date of the transaction, effected the cancellation of Seven Million Ninety-Five Thousand Six Hundred Two (7,095,602) shares of Company Common Stock pursuant to a Cancellation Agreement effective as of the Exchange Agreement closing date. Under the terms of the Cancellation Agreement, Tiger Trade paid Ms. Peresztegi a cancellation fee of Two Hundred Forty-Five Thousand Dollars ($245,000) (Note 4). As a result of the Exchange Agreement and Cancellation Agreement transactions described above, the Tiger Trade stockholders acquired as of the date the transaction closed, in the aggregate, approximately 88.64% of the issued and outstanding capital stock of the Company on a fully-diluted basis, and Tiger Trade became a wholly owned subsidiary of the Company. The transaction was treated as a reverse acquisition, with Tiger Trade as the accounting acquirer and SMSA as the legal acquirer for financial reporting purposes. Under the Exchange Agreement, (1) Orsolya Peresztegi, the Company's sole officer on the closing date, resigned as an officer of the Company and Gust Kepler was appointed as the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and (2) Mr. Kepler was appointed to serve as a director of the Company . Ms. Peresztegi subsequently resigned as a director of the Company effective January 4, 2016. On February 8, 2016, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") with Tiger Trade, providing for the merger of Tiger Trade with and into the Company. At the effective time of the merger (February 9, 2016), the shares of Tiger Trade capital stock outstanding immediately before the effective time were canceled, retired and ceased to exist. On February 10, 2016, the Company entered into a Stock Cancellation Agreement (the "Cancellation Agreement") with Gust C. Kepler, our sole Director and the President, Chief Executive Officer, Chief Financial Officer and Secretary The Company filed a Certificate of Amendment to its Articles of Incorporation effective as of March 9, 2016 changing the name of the Company to Blackboxstocks Inc. The Company is in the business of developing, marketing and distributing a real time analytical platform to serve as a tool for day traders and swing traders on the OTC Markets Group, Inc. ("OTC"), NYSE, AMEX and NASDAQ exchanges/ markets. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
GOING CONCERN | |
GOING CONCERN | 2. GOING CONCERN The Company is still developing its Blackbox System technology and associated website/platform and anticipates making it available to subscribers in June 2016. The Company anticipates additional costs of One Million Dollars ($1,000,000) to Two Million Dollars ($2,000,000)over the next twelve months to complete research and development, as well as provide capital to implement and maintain the Blackbox System. Marketing for potential subscribers will begin when the Blackbox System becomes enterprise ready for subscriber sales. We cannot provide any assurances that the Company will be able to secure sufficient funds to satisfy the cash requirements for the next twelve months, nor that it will be successful in its endeavors to market the Blackbox System. The inability to secure additional funds would have a material adverse effect on the Company. The Company currently anticipates raising the amounts necessary to implement our plans through debt and/or equity financing from the sale of Company Common Stock and reinvestment of profits generated through subscription revenue. The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. There is no assurance that the Company will be successful in its efforts to raise funds through sales of stock or obtain debt financing, nor generate subscription revenues. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation- Use of Estimates- Cash Fair Value of Financial Instruments- Fair Value Measurement Recently Issued Accounting Pronouncements Property and Equipment- Long-Lived Assets- Income Taxes- Management evaluates the probability of the realization of its deferred income tax assets. Management determined that because the Company has not yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards and deductible temporary differences. Accordingly, the deferred income tax asset is offset by a full valuation allowance. In accordance with ASC Topic 740, Income Taxes Earnings or (Loss) Per Share- Share-Based Payment- Compensation - Stock Compensation Revenue Recognition - Contingencies- If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 4. STOCKHOLDERS' EQUITY At December 31, 2015 the Company had authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as Series A Convertible Preferred Stock at $0.001 par value and 100,000,000 authorized shares of common stock at $0.001 par value. 20,835,010 common shares have been issued including 15,000,000 issued for proprietary assets contributed by our President and a third party vendor (Note 6). Effective December 31, 2014 the Company repurchased 100,000 common shares from our President at a price of $0.50 per share, or $50,000, and canceled an advance to him for the repurchased shares which is reflected at cost as Treasury Shares on our balance sheet. The price of these treasury shares was based on recent sales of the Company's common stock to outside investors. On December 31, 2014 the Company instructed the transfer agent to cancel these shares and on November 10, 2015 the shares were cancelled. On August 27, 2014 the Board of Blackboxstocks approved a proposed Series A Convertible Preferred Stock Purchase Agreement ("Preferred Purchase Agreement") for the issuance of 5,000,000 of Series A Preferred Shares to our President in exchange for cash consideration of $5,000. On October 1, 2015, the purchase price was tendered and the shares were issued. The shares have a $0.001 par value, do not accumulate dividends, and are convertible into common shares on a one for one basis. Additionally, each share entitles the holder to 100 votes and, with respect to dividend and liquidation rights, the shares rank pari passu with the Company's common stock. On April 29, 2014, by a Unanimous Written Consent in lieu of an Organizational Meeting the Company resolved to issue 10,000,000 common shares to Gust Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, for his contribution of design services, trade dress and website design. Additionally, it was resolved to issue Karma Blackbox, LLC, a third party vendor (Note 5), 5,000,000 common shares for its contribution of application development services. Between January 1, 2015 and December 31, 2015, the Company issued a total of 1,600,000 shares of common stock at a cash price of $0.50 per share for a total of $800,000. On December 1, 2015, the Company entered into an Exchange Agreement, by and among, Tiger Trade, its Stockholders and SMSA (Note 1). Under the terms and conditions of the Agreement, SMSA offered and sold Seventeen Million Nine Hundred Thousand (17,900,000) newly issued shares of SMSA Common Stock and Five Million (5,000,000) newly issued shares of SMSA Preferred Stock in consideration for all the issued and outstanding shares of Tiger Trade capital stock. The effect of the issuance was that Tiger Trade stockholders acquired approximately 85.91% of the issued and outstanding shares of SMSA Common Stock and 100% of the issued and outstanding shares of SMSA Preferred Stock. As a condition precedent to consummation of the Exchange Agreement, Orsolya Peresztegi, SMSA's sole officer and director at the time of the transaction, effected the cancellation of Seven Million Ninety-Five Thousand Six Hundred Two (7,095,602) shares of SMSA Common Stock pursuant to a Cancellation Agreement effective as of the closing of the Exchange Agreement transaction. Under the terms of the Cancellation Agreement, Blackboxstocks paid Ms. Peresztegi a cancellation fee of Two Hundred Forty-Five Thousand Dollars ($245,000). Effective upon the closing of the merger of Tiger Trade with and into SMSA on February 9, 2016, all of the outstanding capital stock of Tiger Trade outstanding immediately before the effective date were canceled, retired and ceased to exist. On February 10, 2016, the Company entered into a Stock Cancellation Agreement with Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, pursuant to which Mr. Kepler cancelled and forfeited 835,010 shares of the Company's Common Stock. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2015 | |
STOCK OPTIONS AND WARRANTS | |
STOCK OPTIONS AND WARRANTS | 5. STOCK OPTIONS AND WARRANTS Costs attributable to the issuance of stock options and share purchase warrants are measured at fair value at the date of issuance and offset with a corresponding increase in 'Additional Paid in Capital' at the time of issuance. When the options or warrants are exercised, the receipt of consideration is an increase in stockholders' equity. There was no stock option or warrant activity during the year ended December 31, 2015 and the period April 28, 2014 through December 31, 2014 and as of April 12, 2016 no options or warrants were outstanding. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS Karma Black Box LLC (Karma) During the period April 28, 2014 through December 31, 2015, the Company engaged the services of Karma, a shareholder (Note 4), for application development services of the Company's software tool. Karma was issued 5,000,000 shares of common stock in exchange for some of the services valued at $5,000. At December 31, 2015 and December 31, 2014, accounts payable owed to Karma totaled $0 and $24,243, respectively. G2 International, Inc. (G2) G2, which does business as IPA Tech Group (IPA) (Note 7), is a company wholly owned by Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and its controlling stockholder. During the year ended December 31, 2015 and the period April 28, 2014 through December 31, 2014, G2 provided software development services to the Company totaling $3,000 and $79,300, respectively and prepaid marketing services of $154,500 and $0, respectively. In 2016 G2/IPA refunded $69,250 of these prepayments leaving a prepaid balance of $85,250 as of April 8, 2016. During the year ended December 31, 2015 and period beginning April 28, 2014 through December 31, 2014, the Company incurred $82,456 and $70,500 of expenses with G2, respectively. At December 31, 2015 and the period April 28, 2014 through December 31, 2014, accounts payable owed to G2 totaled $0 and $100,806, respectively. Advances to stockholder During the period April 28, 2014 through December 31, 2014, the Company advanced Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and its controlling stockholder, $50,000 in the form of a non-interest bearing, unsecured advance due upon demand. On December 31, 2014, the Company entered into a Stock Repurchase and Cancelation Agreement whereby the Company repurchased 100,000 common stock shares from Mr. Kepler and as consideration the advance was canceled. The price of these treasury shares were based on recent sales of the Company's common stock to outside investors. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES On April 28, 2014, Tiger Trade entered into a consulting agreement with G2, doing business as IPA, to render advice and reasonable assistance for a period of one year at a monthly fee of $8,500 plus any reasonable and actual costs incurred by IPA in connection with such services. G2 is wholly owned by Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and its controlling stockholder. On April 28, 2015 this agreement was extended for an additional one year term expiring on April 28, 2016 and was terminated by mutual agreement effective August 31, 2015. During the year ended December 31, 2015 and the period April 28, 2014 through December 31, 2014, consulting fees incurred under this agreement totaled $68,000 and $70,500, respectively. The Company entered into a sublease agreement with G2 International effective July 1, 2015 subject to the terms and conditions of the office lease between G2 International and Teachers Insurance and Annuity Association of America for approximately 1,502 square feet of office space at 5430 LBJ Freeway, Dallas, Texas. The sublease agreement expires March 31, 2020. Future minimum rental payments under this sublease are: 2016 $ 40,179 2017 $ 41,680 2018 $ 43,182 2019 $ 44,684 2020 $ 11,265 During the year ended December 31, 2015 we incurred $19,526 in office rental expense. The Company is not currently a defendant in any material litigation or any threatened litigation that could have a material effect on the Company's financial statements. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes: | |
Income Tax Disclosure | 8. INCOME TAXES The Company has established deferred tax assets and liabilities for the recognition of future deductions or taxable amounts and operating loss carry forwards. Deferred federal income tax expense or benefit is recognized as a result of the change in the deferred tax asset or liability during the year using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax assets to the amounts that will more likely than not be realized. During the year ended December 31, 2015 and the period April 28, 2014 through December 31, 2014, a reconciliation of income tax expense at the statutory rate of 34% to income tax expense at the Company's effective tax rate is as follows: 2015 2014 Income tax benefit at statutory rate $ 144,000 $ 67,000 Permanent differences ( - ) ( - ) Change in valuation allowance (144,000 ) (67,000 ) Provision for federal income taxes $ - $ - At December 31, 2015 and 2014, the Company had approximately $620,000 of unused net operating loss carry forwards. Unused net operating loss carry forwards may provide future tax benefits, although there can be no assurance that these net operating losses will be realized in the future. These losses may be used to offset future taxable income and, if not fully utilized, expire in the year 2035. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation- |
Use of Estimates | Use of Estimates- |
Cash | Cash |
Fair Value of Financial Instruments | Fair Value of Financial Instruments- Fair Value Measurement |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
Property and Equipment | Property and Equipment- |
Long-Lived Assets | Long-Lived Assets- |
Income Taxes | Income Taxes- Management evaluates the probability of the realization of its deferred income tax assets. Management determined that because the Company has not yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards and deductible temporary differences. Accordingly, the deferred income tax asset is offset by a full valuation allowance. In accordance with ASC Topic 740, Income Taxes |
Earnings or (Loss) Per Share | Earnings or (Loss) Per Share- |
Share-Based Payment | Share-Based Payment- Compensation - Stock Compensation |
Revenue Recognition | Revenue Recognition - |
Contingencies | Contingencies- If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. |
Schedule of Commitments and Con
Schedule of Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Commitments and Contingencies | |
Schedule of Commitments and Contingencies | The sublease agreement expires March 31, 2020. Future minimum rental payments under this sublease are: 2016 $ 40,179 2017 $ 41,680 2018 $ 43,182 2019 $ 44,684 2020 $ 11,265 |
Schedule of Income Taxes (Table
Schedule of Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Income Taxes | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense at the statutory rate of 34% to income tax expense at the Company's effective tax rate is as follows: 2015 2014 Income tax benefit at statutory rate $ 144,000 $ 67,000 Permanent differences ( - ) ( - ) Change in valuation allowance (144,000 ) (67,000 ) Provision for federal income taxes $ - $ - |
ORGANIZATION (Details)
ORGANIZATION (Details) - USD ($) | Feb. 10, 2016 | Dec. 02, 2015 | Aug. 01, 2013 |
ORGANIZATION Details | |||
Acquired Common Stock Shares under share purchase agreement | 9,500,000 | ||
Acquired Common Stock Value under share purchase agreement | $ 9,500 | ||
Common Stock Shares Par Value under share purchase agreement | $ 0.001 | ||
Common stock are currently issued and outstanding | 10,030,612 | ||
Percentage of acquisition under share purchase agreement | 94.70% | ||
Shares of the Company's common stock owned by HFG and HFI | 400,000 | ||
Company offered and sold newly issued shares of Company Common Stock | 17,900,000 | ||
Company offered newly issued shares of Series A Convertible Preferred Stock | 5,000,000 | ||
Company offered newly issued shares of Series A Convertible Preferred Stock par value | $ 0.001 | ||
Issued and outstanding shares of Company Common Stock | 85.91% | ||
Issued and outstanding shares of Company Preferred Stock | 100.00% | ||
Company, pursuant to which Mr. Kepler cancelled and forfeited shares of Company Common Stock | 835,010 |
GOING CONCERN (Details)
GOING CONCERN (Details) | Dec. 31, 2015USD ($) |
GOING CONCERN: | |
Company anticipates additional costs of One Million Dollars ($1,000,000) to | $ 2,000,000 |
EARNINGS OR (LOSS) PER SHARE (D
EARNINGS OR (LOSS) PER SHARE (DETAILS) | Dec. 31, 2015shares |
EARNINGS OR (LOSS) PER SHARE DETAILS | |
Potential dilution common shares | 5,000,000 |
SHARE-BASED PAYMENT (DETAILS)
SHARE-BASED PAYMENT (DETAILS) | 8 Months Ended |
Dec. 31, 2014shares | |
SHARE-BASED PAYMENT DETAILS | |
Company, was issued common shares in exchange for his rights | 10,000,000 |
Primary vendor was issued Common shares in exchange for its contribution of application development | 5,000,000 |
CAPITAL STOCK TRANSACTION (Deta
CAPITAL STOCK TRANSACTION (Details) - USD ($) | Feb. 10, 2016 | Dec. 31, 2015 | Dec. 02, 2015 | Aug. 27, 2014 | Apr. 28, 2014 |
CAPITAL STOCK TRANSACTION: | |||||
Company had authorized shares of preferred stock | 10,000,000 | ||||
Company had authorized shares of preferred stock at par value | $ 0.001 | ||||
Series A Convertible Preferred Stock | 5,000,000 | ||||
Series A Convertible Preferred Stock par value | $ 0.001 | ||||
Authorized shares of common stock | 100,000,000 | ||||
Authorized shares of common stock par value | $ 0.001 | ||||
Common shares have been issued | 20,835,010 | ||||
Common shares issued for proprietary assets contributed by President | 15,000,000 | ||||
Company repurchased common shares | 100,000 | ||||
Company repurchased common shares per share | $ 0.5 | ||||
Issuance of Series A Preferred Shares to our President | 5,000,000 | ||||
Cash consideration | $ 5,000 | ||||
Company resolved to issue common shares to Gust Kepler | 10,000,000 | ||||
Common shares for its contribution of application development services | 5,000,000 | ||||
Company issued a total shares of common stock | 1,600,000 | ||||
Company issued a total shares of common stock cash price | $ 0.5 | ||||
Company issued a total shares of common stock total | 800,000 | ||||
Company, pursuant to which Mr. Kepler cancelled and forfeited shares of Company Common Stock | 835,010 | ||||
Company offered and sold newly issued shares of Company Common Stock | 17,900,000 | ||||
Company offered newly issued shares of Series A Convertible Preferred Stock | 5,000,000 | ||||
Issued and outstanding shares of Company Common Stock | 85.91% | ||||
Issued and outstanding shares of Company Preferred Stock | 100.00% |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
RELATED PARTY TRANSACTION Details | ||
Issued shares of common stock in exchange for some of the services | 5,000,000 | |
Issued shares of common stock in exchange for some of the services valued at | $ 5,000 | |
Accounts payable owed to Karma totaled | 24,243 | $ 0 |
G2 International, Inc. (G2) | ||
Software development services to the Company | 79,300 | 3,000 |
Prepaid marketing services | 0 | 154,500 |
Company incurred expenses | 70,500 | 82,456 |
Accounts payable owed to G2 totaled | 101,000 | $ 0 |
Company controlling stockholder in the form of a non-interest bearing | $ 50,000 |
ACCOUNTS PAYABLE (DETAILS)
ACCOUNTS PAYABLE (DETAILS) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
ACCOUNTS PAYABLE DETAILS | ||
Trade accounts payable | $ 29,148 | $ 7,318 |
FUTURE MINIMUM RENTAL PAYMENTS
FUTURE MINIMUM RENTAL PAYMENTS (DETAILS) | Dec. 31, 2015USD ($) |
FUTURE MINIMUM RENTAL PAYMENTS DETAILS | |
Minimum rental payments 2016 | $ 40,179 |
Minimum rental payments 2017 | 41,680 |
Minimum rental payments 2018 | 43,182 |
Minimum rental payments 2019 | 44,684 |
Minimum rental payments 2020 | $ 11,265 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (DETAILS) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES DETAILS | ||
Consulting fees incurred under this agreement totaled | $ 70,500 | $ 68,000 |
Office rental expense | $ 19,526 |
INCOME TAX EXPENSE BENEFIT AT A
INCOME TAX EXPENSE BENEFIT AT A STATUTORY RATE (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
INCOME TAX EXPENSE BENEFIT AT A STATUTORY RATE: | ||
Income tax benefit at statutory rate | $ 67,000 | $ 144,000 |
Permanent differences | 0 | |
Change in valuation allowance | $ (67,000) | (144,000) |
Provision for federal income taxes | $ 0 |
NET OPERATING LOSS CARRYFORWARD
NET OPERATING LOSS CARRYFORWARD (DETAILS) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
NET OPERATING LOSS CARRYFORWARD DETAILS | ||
Net operating loss carryforward | $ 620,000 | $ 620,000 |