Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Dec. 31, 2013 | |
Document And Entity Information | ' |
Entity Registrant Name | 'MassRoots, Inc. |
Entity Central Index Key | '0001589149 |
Document Type | 'S-1 |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--12-31 |
Is Entity a Well-known Seasoned Issuer? | 'No |
Is Entity a Voluntary Filer? | 'No |
Is Entity's Reporting Status Current? | 'Yes |
Entity Filer Category | 'Smaller Reporting Company |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 |
CURRENT ASSETS | ' |
Cash | $80,479 |
Prepaid expense | 800 |
TOTAL CURRENT ASSETS | 81,279 |
FIXED ASSETS | ' |
Computer equipment | 1,522 |
Accumulated depreciation | -228 |
NET FIXED ASSETS | 1,294 |
TOTAL ASSETS | 82,573 |
LONG-TERM LIABILITY | ' |
Accrued payroll tax | 1,846 |
Total Long-Term Liabilities | 1,846 |
TOTAL LIABILITIES | 1,846 |
STOCKHOLDERS' EQUITY | ' |
Preferred series A Stock, $1 par value, 21 shares authorized; 0 shares issued and outstanding | ' |
Common stock, $1 par value, 1,000 shares authorized; 0 shares issued and outstanding | ' |
Common stock to be issued | 13,890 |
Additional paid in capital | 985,960 |
Retained deficit | -919,123 |
TOTAL STOCKHOLDERS' EQUITY | 80,727 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $82,573 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 18, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, Par Value | ' | $1 |
Preferred Stock, Shares Authorized | ' | 21 |
Preferred Stock, Shares Issued | ' | 0 |
Preferred Stock, Shares Outstanding | ' | 0 |
Common Stock, Par Value | $0.00 | $1 |
Common Stock, Shares Authorized | 200,000,000 | 1,000 |
Common Stock, Shares Issued | 36,000,000 | 0 |
Common Stock, Shares Outstanding | ' | 0 |
Balance_Sheets_Quarterly
Balance Sheets - Quarterly (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | ' | $80,479 |
Prepaid expense | ' | 800 |
TOTAL CURRENT ASSETS | ' | 81,279 |
FIXED ASSETS | ' | ' |
Computer and office equipment | ' | 1,522 |
Accumulated depreciation | ' | -228 |
NET FIXED ASSETS | ' | 1,294 |
TOTAL ASSETS | ' | 82,573 |
LONG-TERM LIABILITY | ' | ' |
Accrued payroll tax | ' | 1,846 |
Total Long-Term Liabilities | ' | 1,846 |
TOTAL LIABILITIES | ' | 1,846 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred series A Stock, $1 par value, 21 shares authorized; 0 shares issued and outstanding | ' | ' |
Common stock, $1 par value, 1,000 shares authorized; 0 shares issued and outstanding | ' | ' |
Additional paid in capital | ' | 985,960 |
Retained deficit | ' | -919,123 |
TOTAL STOCKHOLDERS' EQUITY | ' | 80,727 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | ' | 82,573 |
Quarterly Member | ' | ' |
CURRENT ASSETS | ' | ' |
Cash | 326,876 | 80,479 |
Prepaid expense | 1,200 | 800 |
TOTAL CURRENT ASSETS | 328,076 | 81,279 |
FIXED ASSETS | ' | ' |
Computer and office equipment | 7,753 | 1,522 |
Accumulated depreciation | -460 | -228 |
NET FIXED ASSETS | 7,293 | 1,294 |
TOTAL ASSETS | 335,368 | 82,573 |
Current Liabilities | ' | ' |
Accounts Payable | 5,046 | ' |
TOTAL CURRENT LIABILITIES | 5,046 | ' |
LONG-TERM LIABILITY | ' | ' |
Convertible debentures, net of $130,442 discount | 138,658 | ' |
Accrued payroll tax | ' | 1,846 |
Total Long-Term Liabilities | 138,658 | 1,846 |
TOTAL LIABILITIES | 143,704 | 1,846 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred series A Stock, $1 par value, 21 shares authorized; 0 shares issued and outstanding | ' | ' |
Common stock, $1 par value, 1,000 shares authorized; 0 shares issued and outstanding | ' | ' |
Common stock to be issued | 38,059 | 13,890 |
Common stock warrants | 66,712 | ' |
Additional paid in capital | 1,792,713 | 985,960 |
Common stock subscription receivable | -12,272 | ' |
Debenture subscription receivable | -87,600 | ' |
Retained deficit | -1,605,947 | -919,123 |
TOTAL STOCKHOLDERS' EQUITY | 191,665 | 80,727 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $335,368 | $82,573 |
Balance_Sheets_Parenthetical_Q
Balance Sheets (Parenthetical) - Quarterly (USD $) | Mar. 18, 2014 | Dec. 31, 2013 |
Preferred Stock, Par Value | ' | $1 |
Preferred Stock, Shares Authorized | ' | 21 |
Preferred Stock, Shares Issued | ' | 0 |
Preferred Stock, Shares Outstanding | ' | 0 |
Common Stock, Par Value | $0.00 | $1 |
Common Stock, Shares Authorized | 200,000,000 | 1,000 |
Common Stock, Shares Issued | 36,000,000 | 0 |
Common Stock, Shares Outstanding | ' | 0 |
Quarterly Member | ' | ' |
Preferred Stock, Par Value | ' | $1 |
Preferred Stock, Shares Authorized | ' | 21 |
Preferred Stock, Shares Issued | ' | 0 |
Preferred Stock, Shares Outstanding | ' | 0 |
Common Stock, Par Value | ' | $1 |
Common Stock, Shares Authorized | ' | 1,000 |
Common Stock, Shares Issued | ' | 0 |
Common Stock, Shares Outstanding | ' | 0 |
Statements_of_Operations
Statements of Operations (USD $) | 9 Months Ended |
Dec. 31, 2013 | |
Income Statement [Abstract] | ' |
ADVERTISING REVENUE | $470 |
COST OF GOODS SOLD | ' |
GROSS PROFIT | 470 |
OPERATING EXPENSES: | ' |
Depreciation | 228 |
Independent contractor expense | 33,863 |
Legal expenses | 4,675 |
Payroll and related expense | 28,503 |
Preferred stock issued for services | 24,998 |
Common stock issued for services | 195,412 |
Options issued for services | 612,387 |
Other general and administrative expenses | 19,528 |
Total Operating Expense | 919,593 |
(LOSS) FROM OPERATIONS | -919,123 |
INCOME (LOSS) BEFORE INCOME TAXES | -919,123 |
PROVISION FOR INCOME TAXES | ' |
NET (LOSS) | ($919,123) |
Statements_of_Operations_Quart
Statements of Operations - Quarterly (USD $) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Quarterly Member | ' | ' |
ADVERTISING REVENUE | $995 | $1,465 |
COST OF GOODS SOLD | 690 | 690 |
GROSS PROFIT | 305 | 775 |
OPERATING EXPENSES: | ' | ' |
Amortization of discount on debentures payable | 1,263 | 1,263 |
Depreciation | 233 | 461 |
Independent contractor expense | 22,067 | 55,930 |
Legal expenses | 9,200 | 13,875 |
Payroll and related expense | 32,908 | 61,411 |
Preferred stock issued for services | ' | 24,998 |
Common stock issued for services | ' | 195,412 |
Options issued for services | ' | 612,387 |
Warrants issued for services | 555,598 | 555,598 |
Other general and administrative expenses | 61,501 | 81,029 |
Total Operating Expense | 682,770 | 1,602,364 |
(LOSS) FROM OPERATIONS | -682,465 | -1,601,589 |
INCOME (LOSS) BEFORE INCOME TAXES | -682,465 | -1,601,589 |
PROVISION FOR INCOME TAXES | ' | ' |
NET (LOSS) | ($682,465) | ($1,601,589) |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended |
Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' |
Net (loss) | ($919,123) |
Adjustments to reconcile net (loss ) to net cash (used in) operating activities: | ' |
Depreciation | 228 |
Preferred stock issued for services | 24,998 |
Common stock issued for services | 195,412 |
Options issued for services | 612,387 |
Changes in operating assets and liabilities | ' |
Prepaid expense | -800 |
Accrued payroll tax | 1,846 |
Net Cash (Used in) Operating Activities | -85,052 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' |
Payments for equipment | -1,522 |
Net Cash (Used in) Investing Activities | -1,522 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' |
Issuance of preferred stock for cash | 150,000 |
Proceeds from short term borrowing-related party | 17,053 |
Net Cash Provided by Financing Activities | 167,053 |
NET INCREASE IN CASH | 80,479 |
CASH AT BEGINNING OF PERIOD | ' |
CASH AT END OF YEAR | 80,479 |
NON-CASH FINANCING ACTIVITIES | ' |
Repayment of short term borrowing - related party through issuance of preferred stock | $17,053 |
Statements_of_Cash_Flows_Quart
Statements of Cash Flows - Quarterly (USD $) | 3 Months Ended | 11 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
CASH AT BEGINNING OF PERIOD | ' | ' |
Quarterly Member | ' | ' |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net (loss) | -682,465 | -1,601,589 |
Adjustments to reconcile net (loss ) to net cash (used in) operating activities: | ' | ' |
Amortization of discounts on debentures payable | 1,263 | 1,263 |
Depreciation | 233 | 461 |
Preferred stock issued for services | ' | 24,998 |
Common stock issued for services | ' | 195,412 |
Options issued for services | ' | 612,387 |
Warrants issued for services | 555,598 | 555,598 |
Changes in operating assets and liabilities | ' | ' |
Prepaid expense | -400 | -1,200 |
Accounts Payable | 5,046 | 5,046 |
Accrued payroll tax | -1,846 | -1,846 |
Net Cash (Used in) Operating Activities | -122,571 | -207,624 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Payments for equipment | -6,231 | -7,753 |
Net Cash (Used in) Investing Activities | -6,231 | -7,753 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Issuance of convertible Debentures for cash | 181,500 | 181,500 |
Issuance of common stock for cash | 193,700 | 193,700 |
Issuance of preferred stock for cash | ' | 150,000 |
Proceeds from short term borrowing-related party | ' | 17,053 |
Net Cash Provided by Financing Activities | 375,200 | 542,253 |
CASH AT BEGINNING OF PERIOD | 80,479 | ' |
CASH AT END OF YEAR | 326,876 | 326,876 |
NON-CASH FINANCING ACTIVITIES | ' | ' |
Repayment of short term borrowing - related party through issuance of preferred stock | ' | $17,053 |
Shareholders_Equity
Shareholders Equity (USD $) | Preferred Stock | Common Stock | Preferred Stock To Be Issued | Common Stock To Be Issued | Additional Paid-In Capital | Retained Deficit | Total |
Beginning Balance, Value at Apr. 23, 2013 | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance, Shares at Apr. 23, 2013 | ' | ' | ' | ' | ' | ' | ' |
Stock issued for cash, Shares | ' | ' | 18 | ' | ' | ' | ' |
Stock issued for cash, Value | ' | ' | 18 | ' | 149,982 | ' | ' |
Stock issued for services, Shares | ' | ' | 3 | ' | ' | ' | ' |
Stock issued for services, Value | ' | ' | 3 | ' | 24,995 | ' | ' |
Retroactive Adjustment for subsequent conversion, Shares | ' | ' | -21 | 6,273,052 | ' | ' | ' |
Retroactive Adjustment for Subsequent conversion, Value | ' | ' | -21 | 6,273 | -6,252 | ' | ' |
Stock issued for repayment of short term borrowing and services, Shares | ' | ' | ' | 7,616,625 | ' | ' | ' |
Stock issued for repayment of short term borrowing and services, Value | ' | ' | ' | 7,617 | 204,848 | ' | ' |
Option issued for services, Shares | ' | ' | ' | ' | ' | ' | 72.06 |
Option issued for services, Value | ' | ' | ' | ' | 612,387 | ' | ' |
Net Loss for the period | ' | ' | ' | ' | ' | -919,123 | -919,123 |
Ending Balance, Value at Dec. 31, 2013 | ' | ' | ' | $13,890 | $985,960 | ($919,123) | $80,727 |
Ending Balance, Shares at Dec. 31, 2013 | ' | ' | ' | 13,889,677 | ' | ' | ' |
Shareholders_Equity_Quarterly
Shareholders Equity - Quarterly (USD $) | Preferred Stock | Common Stock | Preferred Stock To Be Issued | Common Stock To Be Issued | Common Stock Warrants | Additional Paid-In Capital | Common Stock Subscription Receivable | Debenture Subscription Receivable | Retained Deficit | Total |
Beginning Balance, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance, Value at Apr. 23, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance, Shares at Apr. 23, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Dividend on preferred stock (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of dividend into common stock, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of dividend into common stock, Shares | ' | ' | -21 | 6,273,052 | ' | ' | ' | ' | ' | ' |
Conversion of dividend into common stock, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Subscription Receivable (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for cash, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for cash, Shares | ' | ' | 18 | ' | ' | ' | ' | ' | ' | ' |
Stock issued for cash, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for cash, Value | ' | ' | 18 | ' | ' | 149,982 | ' | ' | ' | ' |
Stock issued for services, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for services, Shares | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' |
Stock issued for services, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for services, Value | ' | ' | 3 | ' | ' | 24,995 | ' | ' | ' | ' |
Issuance of Warrants for Services (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued with common stock (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debenture Subscriptions Receivable (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intristic Value from Beneficial Conversion Feature (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retroactive Adjustment for subsequent conversion, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retroactive Adjustment for subsequent conversion, Shares | ' | ' | -21 | 6,273,052 | ' | ' | ' | ' | ' | ' |
Retroactive Adjustment for Subsequent conversion, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retroactive Adjustment for Subsequent conversion, Value | ' | ' | -21 | 6,273 | ' | -6,252 | ' | ' | ' | ' |
Stock issued for repayment of short term borrowing and services, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for repayment of short term borrowing and services, Shares | ' | ' | ' | 7,616,625 | ' | ' | ' | ' | ' | ' |
Stock issued for repayment of short term borrowing and services, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for repayment of short term borrowing and services, Value | ' | ' | ' | 7,617 | ' | 204,848 | ' | ' | ' | ' |
Option issued for services, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option issued for services, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72.06 |
Option issued for services, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option issued for services, Value | ' | ' | ' | ' | ' | 612,387 | ' | ' | ' | ' |
Net Loss for the period (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Loss for the period | ' | ' | ' | ' | ' | ' | ' | ' | -919,123 | -919,123 |
Ending Balance, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,727 |
Ending Balance, Value at Dec. 31, 2013 | ' | ' | ' | 13,890 | ' | 985,960 | ' | ' | -919,123 | 80,727 |
Ending Balance, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance, Shares at Dec. 31, 2013 | ' | ' | ' | 13,889,677 | ' | ' | ' | ' | ' | ' |
Accrued Dividend on preferred stock (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | -4,358 | -4,358 |
Conversion of dividend into common stock, Shares (Quarterly Member) | ' | ' | ' | 156,293 | ' | ' | ' | ' | ' | ' |
Conversion of dividend into common stock, Value (Quarterly Member) | ' | ' | ' | 156 | ' | 4,202 | ' | ' | ' | 4,358 |
Common Stock Subscription Receivable (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for cash, Shares (Quarterly Member) | ' | ' | ' | 2,059,000 | ' | ' | ' | ' | ' | ' |
Stock issued for cash, Value (Quarterly Member) | ' | ' | ' | 2,059 | ' | 203,841 | -12,200 | ' | ' | 193,700 |
Stock issued for services, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for services, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of Warrants for Services (Quarterly Member) | ' | ' | ' | ' | ' | 555,598 | ' | ' | ' | 555,598 |
Warrants issued with common stock (Quarterly Member) | ' | ' | ' | ' | 66,712 | -66,712 | ' | ' | ' | 555,598 |
Debenture Subscriptions Receivable (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | -87,600 | ' | -87,600 |
Intristic Value from Beneficial Conversion Feature (Quarterly Member) | ' | ' | ' | ' | ' | 131,705 | ' | ' | ' | 131,705 |
Retroactive Adjustment for subsequent conversion, Shares (Quarterly Member) | ' | ' | ' | 156,293 | ' | ' | ' | ' | ' | ' |
Retroactive Adjustment for Subsequent conversion, Value (Quarterly Member) | ' | ' | ' | -130 | ' | ' | ' | ' | ' | ' |
Stock issued for repayment of short term borrowing and services, Shares (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for repayment of short term borrowing and services, Value (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option issued for services, Shares (Quarterly Member) | ' | ' | ' | 21,954,160 | ' | ' | ' | ' | ' | ' |
Option issued for services, Value (Quarterly Member) | ' | ' | ' | 21,954 | ' | -21,882 | -72 | ' | ' | ' |
Net Loss for the period (Quarterly Member) | ' | ' | ' | ' | ' | ' | ' | ' | -682,465 | -682,465 |
Ending Balance, Value (Quarterly Member) | ' | $38,059 | ' | ' | $66,712 | $1,792,713 | ($12,272) | ($87,600) | ($1,605,947) | $191,665 |
Ending Balance, Shares (Quarterly Member) | ' | 38,059,000 | ' | ' | ' | ' | ' | ' | ' | ' |
1_Critical_Accounting_Policies
1. Critical Accounting Policies and Estimates | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
1. Critical Accounting Policies and Estimates | ' | ||
Note 1: Critical Accounting Policies and Estimates | |||
Basis of Presentation | |||
The financial statements include the accounts of MassRoots, Inc. under the accrual basis of accounting. | |||
Management’s Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.. | |||
Deferred Taxes | |||
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |||
Cash and Cash Equivalents | |||
For purposes of the Statement of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||
Revenue Recognition | |||
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: | |||
(i) | persuasive evidence of an arrangement exists, | ||
(ii) | the services have been rendered and all required milestones achieved, | ||
(iii) | the sales price is fixed or determinable, and | ||
(iv) | Collectability is reasonably assured. | ||
Cost of Sales | |||
The Company’s policy is to recognize cost of sales in the same manner in conjunction with revenue recognition, when the costs are incurred. Cost of sales includes the costs directly attributable to revenue recognition. Selling, general and administrative expenses are charged to expense as incurred. | |||
Comprehensive Income (Loss) | |||
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the periods covered in the financial statements. | |||
Loss Per Share | |||
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Net loss per share is not presented because the Company has no shares issued at December 31, 2013. | |||
Risk and Uncertainties | |||
The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. | |||
Stock-Based Compensation | |||
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. | |||
Fair Value for Financial Assets and Financial Liabilities | |||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expense and accrued payroll tax approximate their fair values because of the short maturity of these instruments. | |||
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value on December 31, 2013 nor gains or losses are reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the for the period ended December 31, 2013. | |||
Recent Accounting Pronouncements | |||
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
1_SUMMARY_OF_SIGNIFICANT_ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Quarterly | 12 Months Ended | 3 Months Ended | ||||
Dec. 31, 2013 | Mar. 31, 2014 | |||||
Quarterly Member | ||||||
1. Critical Accounting Policies and Estimates | ' | ' | ||||
Note 1: Critical Accounting Policies and Estimates | Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Basis of Presentation | MassRoots, Inc. (the “Company”) is a digital hub for the cannabis community. Through its mobile applications, websites and other digital properties, MassRoots enables its users to share their experiences, connect with like-minded people and discover quality content on the web. The Company was incorporated in the State of Delaware on April 24, 2013. | |||||
MassRoots’ primary focus during fiscal year 2014 was to build out its digital infrastructure to support tens of thousands of simultaneous users and facilitate millions of interactions; as of March 31, 2013, MassRoots had 25,000 monthly active users. | ||||||
The financial statements include the accounts of MassRoots, Inc. under the accrual basis of accounting. | ||||||
MassRoots’ primary source of revenue is advertising from businesses, brands and non-profits. Its secondary source of income is merchandise sales. | ||||||
Management’s Use of Estimates | ||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.. | Basis of Presentation | |||||
Deferred Taxes | The financial statements include the accounts of MassRoots, Inc. under the accrual basis of accounting. | |||||
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | Management’s Use of Estimates | |||||
Cash and Cash Equivalents | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.. | |||||
For purposes of the Statement of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. | Deferred Taxes | |||||
Revenue Recognition | The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |||||
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: | Cash and Cash Equivalents | |||||
(i) | persuasive evidence of an arrangement exists, | For purposes of the Statement of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||||
(ii) | the services have been rendered and all required milestones achieved, | |||||
(iii) | the sales price is fixed or determinable, and | Revenue Recognition | ||||
(iv) | Collectability is reasonably assured. | |||||
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: | ||||||
Cost of Sales | ||||||
(i) | persuasive evidence of an arrangement exists, | |||||
The Company’s policy is to recognize cost of sales in the same manner in conjunction with revenue recognition, when the costs are incurred. Cost of sales includes the costs directly attributable to revenue recognition. Selling, general and administrative expenses are charged to expense as incurred. | (ii) | the services have been rendered and all required milestones achieved, | ||||
(iii) | the sales price is fixed or determinable, and | |||||
Comprehensive Income (Loss) | (iv) | Collectability is reasonably assured. | ||||
MassRoots primarily generates revenue by charging businesses to advertise on the network. MassRoots has the ability to target advertisements directly to a clients’ target audience, based on their location, on their mobile devices. All advertising services take between a few hours to up to one month to complete, unless otherwise noted. | ||||||
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the periods covered in the financial statements. | ||||||
MassRoots’ secondary source of income is merchandise sales. The objective with the sales is not to generate large profit margins, but to help offset the cost of marketing. Each t-shirt, sticker and jar MassRoots sells will likely lead to more downloads and active users. | ||||||
Loss Per Share | ||||||
Cost of Sales | ||||||
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Net loss per share is not presented because the Company has no shares issued at December 31, 2013. | ||||||
The Company’s policy is to recognize cost of sales in the same manner in conjunction with revenue recognition, when the costs are incurred. Cost of sales includes the costs directly attributable to revenue recognition. Selling, general and administrative expenses are charged to expense as incurred. | ||||||
Risk and Uncertainties | ||||||
Comprehensive Income (Loss) | ||||||
The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. | ||||||
The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the periods covered in the financial statements. | ||||||
Stock-Based Compensation | ||||||
Loss Per Share | ||||||
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. | ||||||
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Net loss per share is not presented because the Company has no shares issued at | ||||||
Fair Value for Financial Assets and Financial Liabilities | March 31,2014. | |||||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | Risk and Uncertainties | |||||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | The Company is subject to risks common to companies in the service industry, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. | ||||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | Convertible Debentures | ||||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt using the effective interest method. | ||||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expense and accrued payroll tax approximate their fair values because of the short maturity of these instruments. | ||||||
Stock-Based Compensation | ||||||
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value on December 31, 2013 nor gains or losses are reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the for the period ended December 31, 2013. | ||||||
The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. | ||||||
Recent Accounting Pronouncements | ||||||
Fair Value for Financial Assets and Financial Liabilities | ||||||
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. | ||||||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | ||||||
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |||||
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |||||
Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | |||||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expense and accrued payroll tax approximate their fair values because of the short maturity of these instruments. | ||||||
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value on March 31,2014 nor gains or losses are reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the for the period ended March 31,2014. | ||||||
Recent Accounting Pronouncements | ||||||
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
2_Income_Taxes
2. Income Taxes | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
2. Income Taxes | ' | ||||
Note 2: Income Taxes | |||||
Due to the operating loss and the inability to recognize an income tax benefit there is no provision for current or deferred Federal or state income taxes for the period ended December 31, 2013. | |||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for Federal and state income tax purposes. | |||||
The Company’s total deferred tax asset, calculated using Federal and state effective tax rates, as of December 31, 2013 is as follows: | |||||
Total Deferred Tax Asset | $ | 29,240 | |||
Valuation Allowance | (29,240 | ) | |||
Net Deferred Tax Asset | — | ||||
The reconciliation of income taxes computed at the Federal statutory income tax rate to total income taxes for the period from inception through December 31, 2013 is as follows: | |||||
2013 | |||||
Income tax computed at the Federal statutory rate | 34 | % | |||
State income tax, net of Federal tax benefit | 0 | % | |||
Total | 34 | % | |||
Valuation allowance | -34 | % | |||
Total deferred tax asset | 0 | % | |||
Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $29,240 for the period ended December 31, 2013. | |||||
As of December 31, 2013, the Company had a Federal and state net operating loss carry forward in the amount of approximately $86,000, which expires in the tax year 2033. |
2_Income_Taxes_Quarterly
2. Income Taxes - Quarterly | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
2. Income Taxes | ' | ||||
Note 2: Income Taxes | |||||
Due to the operating loss and the inability to recognize an income tax benefit there is no provision for current or deferred Federal or state income taxes for the period ended December 31, 2013. | |||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for Federal and state income tax purposes. | |||||
The Company’s total deferred tax asset, calculated using Federal and state effective tax rates, as of December 31, 2013 is as follows: | |||||
Total Deferred Tax Asset | $ | 29,240 | |||
Valuation Allowance | (29,240 | ) | |||
Net Deferred Tax Asset | — | ||||
The reconciliation of income taxes computed at the Federal statutory income tax rate to total income taxes for the period from inception through December 31, 2013 is as follows: | |||||
2013 | |||||
Income tax computed at the Federal statutory rate | 34 | % | |||
State income tax, net of Federal tax benefit | 0 | % | |||
Total | 34 | % | |||
Valuation allowance | -34 | % | |||
Total deferred tax asset | 0 | % | |||
Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $29,240 for the period ended December 31, 2013. | |||||
As of December 31, 2013, the Company had a Federal and state net operating loss carry forward in the amount of approximately $86,000, which expires in the tax year 2033. | |||||
Quarterly Member | ' | ||||
2. Income Taxes | ' | ||||
Note 2: Income Taxes | |||||
Due to the operating loss and the inability to recognize an income tax benefit there is no provision for current or deferred Federal or state income taxes for the three months ended March 31, 2014. | |||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for Federal and state income tax purposes. | |||||
The Company’s total deferred tax asset, calculated using Federal and state effective tax rates, as of March 31, 2014 is as follows: | |||||
Total Deferred Tax Asset | $ | 72,000 | |||
Valuation Allowance | (72,000 | ) | |||
Net Deferred Tax Asset | — | ||||
The reconciliation of income taxes computed at the Federal statutory income tax rate to total income taxes for the period ended March 31, 2014 is as follows: | |||||
2014 | |||||
Income tax computed at the Federal statutory rate | 34 | % | |||
State income tax, net of Federal tax benefit | 0 | % | |||
Total | 34 | % | |||
Valuation allowance | -34 | % | |||
Total deferred tax asset | 0 | % | |||
Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $43,000 for the three months ended March 31, 2014. | |||||
As of March 31, 2014, the Company had a Federal and state net operating loss carry forward in the amount of approximately $212,000, which expires in the tax year 2034. |
3_Capital_Stock
3. Capital Stock | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
3. Capital Stock | ' |
Note 3: Capital Stock | |
On March 18, 2014, the Company entered into a Plan of Reorganization with its shareholders in which the following was effected: (i) on March 21, 2014, the Company’s Certificate of Incorporation was amended to allow for the issuance of 200,000,000 shares of the Company’s common stock; (ii) on March 24, 2014, each of the Company’s preferred shareholders converted their shares into common stock on a one for one basis, and (iii) on March 24, 2014, each of the Company’s shareholders surrendered their shares of the Company’s common stock in exchange for the pro-rata distribution of 36,000,000 newly issued shares of Company’s common stock, based on the percentage of the total shares of common stock held by the shareholder immediately prior to the exchange (the “Exchange”). | |
All common stock and per share data for all periods presented in these financial statements have been restated to give effect to the Exchange. | |
The Company is currently authorized to issue 21 Series A preferred shares at $1.00 par value per share with 1:1 conversion and voting rights. As of December 31, 2013, there were zero shares of Series A preferred share issued and outstanding and 20.59 shares of Series A preferred share to be issued. | |
On October 7, 2013, the Company entered into an agreement to issue as compensation for services provided a total of 2.94 Series A Preferred shares with a market value of $24,998 to Douglas Leighton for financial consulting services. The market value of the shares approximated the fair market value of services received. These shares were recorded as Series A Preferred Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On October 7, 2013, the Company entered into an agreement to issue 5.88 Series A Preferred Shares to Bass Point Capital, LLC in exchange for a $50,000 capital investment. These shares were recorded as Series A Preferred Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On October 7, 2013, the Company entered into an agreement to issue 5.88 Series A Preferred Shares to WM18 Finance LTD in exchange for a $50,000 capital investment. These shares were recorded as Series A Preferred Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On December 7, 2013, the Company entered into an agreement to issue 5.89 Series A Preferred Shares to Rother Investments, LLC in exchange for a $50,000 capital investment. These shares were recorded as Series A Preferred Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
The Company is currently authorized to issue 1,000 common shares at $1.00 par value per share. As of December 31, 2013, there were zero shares of common stock issued and outstanding, 25 shares of common stock to be issued. Additionally, the Company has issued options to acquire 72.06 shares of common stock to employees in exchange for services. | |
On April 24, 2013, the Company approved the issuance of 15.25 shares of common stock to Isaac Dietrich to repay $17,053 short term borrowing from him. Service expense of $112,505 was recognized due to the fair value of the shares in excess of the value of the short term borrowing. These shares were recorded as Common Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On April 24, 2013, the Company approved the issuance of 3.75 shares of common stock to Hyler Fortier in exchange for his services. The market value of the issued shares is $31,870 and is approximated to be the fair market value of the services received. These shares were recorded as Common Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On April 24, 2013, the Company approved the issuance of 3.00 shares of common stock to Stewart Fortier in exchange for his services. The market value of the issued shares is $25,496 and is approximated to be the fair market value of the services received. These shares were recorded as Common Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On April 24, 2013, the Company approved the issuance of 3.00 shares of common stock to Tyler Knight in exchange for his services. The market value of the issued shares is $25,496 and is approximated to be the fair market value of the services received. These shares were recorded as Common Stock to be issued and subsequently issued on the closing date of January 1, 2014. |
3_Capital_Stock_Quarterly
3. Capital Stock - Quarterly | 12 Months Ended |
Dec. 31, 2013 | |
3. Capital Stock | ' |
Note 3: Capital Stock | |
On March 18, 2014, the Company entered into a Plan of Reorganization with its shareholders in which the following was effected: (i) on March 21, 2014, the Company’s Certificate of Incorporation was amended to allow for the issuance of 200,000,000 shares of the Company’s common stock; (ii) on March 24, 2014, each of the Company’s preferred shareholders converted their shares into common stock on a one for one basis, and (iii) on March 24, 2014, each of the Company’s shareholders surrendered their shares of the Company’s common stock in exchange for the pro-rata distribution of 36,000,000 newly issued shares of Company’s common stock, based on the percentage of the total shares of common stock held by the shareholder immediately prior to the exchange (the “Exchange”). | |
All common stock and per share data for all periods presented in these financial statements have been restated to give effect to the Exchange. | |
The Company is currently authorized to issue 21 Series A preferred shares at $1.00 par value per share with 1:1 conversion and voting rights. As of December 31, 2013, there were zero shares of Series A preferred share issued and outstanding and 20.59 shares of Series A preferred share to be issued. | |
On October 7, 2013, the Company entered into an agreement to issue as compensation for services provided a total of 2.94 Series A Preferred shares with a market value of $24,998 to Douglas Leighton for financial consulting services. The market value of the shares approximated the fair market value of services received. These shares were recorded as Series A Preferred Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On October 7, 2013, the Company entered into an agreement to issue 5.88 Series A Preferred Shares to Bass Point Capital, LLC in exchange for a $50,000 capital investment. These shares were recorded as Series A Preferred Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On October 7, 2013, the Company entered into an agreement to issue 5.88 Series A Preferred Shares to WM18 Finance LTD in exchange for a $50,000 capital investment. These shares were recorded as Series A Preferred Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On December 7, 2013, the Company entered into an agreement to issue 5.89 Series A Preferred Shares to Rother Investments, LLC in exchange for a $50,000 capital investment. These shares were recorded as Series A Preferred Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
The Company is currently authorized to issue 1,000 common shares at $1.00 par value per share. As of December 31, 2013, there were zero shares of common stock issued and outstanding, 25 shares of common stock to be issued. Additionally, the Company has issued options to acquire 72.06 shares of common stock to employees in exchange for services. | |
On April 24, 2013, the Company approved the issuance of 15.25 shares of common stock to Isaac Dietrich to repay $17,053 short term borrowing from him. Service expense of $112,505 was recognized due to the fair value of the shares in excess of the value of the short term borrowing. These shares were recorded as Common Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On April 24, 2013, the Company approved the issuance of 3.75 shares of common stock to Hyler Fortier in exchange for his services. The market value of the issued shares is $31,870 and is approximated to be the fair market value of the services received. These shares were recorded as Common Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On April 24, 2013, the Company approved the issuance of 3.00 shares of common stock to Stewart Fortier in exchange for his services. The market value of the issued shares is $25,496 and is approximated to be the fair market value of the services received. These shares were recorded as Common Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
On April 24, 2013, the Company approved the issuance of 3.00 shares of common stock to Tyler Knight in exchange for his services. The market value of the issued shares is $25,496 and is approximated to be the fair market value of the services received. These shares were recorded as Common Stock to be issued and subsequently issued on the closing date of January 1, 2014. | |
Quarterly Member | ' |
3. Capital Stock | ' |
Note 3: Capital Stock | |
On March 18, 2014, the Company entered into a Plan of Reorganization with its shareholders in which the following was effected: (i) on March 21, 2014, the Company’s Certificate of Incorporation was amended to allow for the issuance of 200,000,000 shares of the Company’s common stock; (ii) on March 24, 2014, each of the Company’s preferred shareholders converted their shares into common stock on a one for one basis, and (iii) on March 24, 2014, each of the Company’s shareholders surrendered their shares of the Company’s common stock in exchange for the pro-rata distribution of 36,000,000 newly issued shares of Company’s common stock, based on the percentage of the total shares of common stock held by the shareholder immediately prior to the exchange (the “Exchange”). | |
The Company is currently authorized to issue 21 Series A preferred shares at $1.00 par value per share with 1:1 conversion and voting rights. As of December 31, 2013, there were zero shares of Series A preferred share issued and outstanding and 20.59 shares of Series A preferred share to be issued. | |
The Company is currently authorized to issue 21 Series A preferred shares at $1.00 par value per share with 1:1 conversion and voting rights. As of March 31, 2014, there were zero shares of Series A preferred share issued and outstanding. | |
The Company is currently authorized to issue 200,000,000 common shares at $0.001 par value per share. As of March 31, 2014, there were zero shares of common stock issued and outstanding, 38,059,000 shares of common stock to be issued. Additionally, the Company has issued options to acquire 72.06 shares (21,954,160 shares post-exchange) of common stock to employees in exchange for services. | |
On January 1, 2014, the directors and officers exercised all of then outstanding 72.06 stock options and acquired 72.06 shares of common stock at $1 per share. These 72.06 shares of common stock were exchanged for 21,954,160 shares of common stock during the Exchange. As of March 31, 2014, the Company has not received $72.06 and it was recorded as common stock subscription receivable. | |
On March 18, 2014, immediately prior to the exchange, the Company converted $4,358 accrued dividend from Series A preferred shares into 0.513 share of common stock, which was exchanged for 156,293 shares of common stock during the Exchange. | |
On March 24, 2014, the Company issued 2,059,000 shares of common stock in exchange for $205,900 cash. As of March 31, 2014, $12,200 has not been received by the Company and was recorded as common stock subscription receivable. | |
4_Stock_Options
4. Stock Options | 12 Months Ended |
Dec. 31, 2013 | |
Other Liabilities Disclosure [Abstract] | ' |
4. Stock Options | ' |
Note 4: Stock Options | |
During the year ended December 31, 2013, the Company issued 72.06 stock options to directors and officers of the Company. 42.81 stock options were issued as part of the employment agreement with the Company’s President and CEO Isaac Dietrich. The stock option allows Isaac Dietrich to purchase 42.81 shares of the Company’s common stock at $1.00 per share per each individual option. The options will vest through January 1, 2017. 9.0 stock options were issued as part of the employment agreement with the Company’s Chief Marketing Officer Tyler Knight. The stock option allows Tyler Knight to purchase 9.0 shares of the Company’s common stock at $1.00 per share per each individual option. The options will vest through January 1, 2017. 9.0 stock options were issued as part of the employment agreement with the Company’s Chief Technology Officer Stewart Fortier. The stock option allows Stewart Fortier to purchase 9.0 shares of the Company’s common stock at $1.00 per share per each individual option. The options will vest through January 1, 2017. 11.25 stock options were issued as part of the employment agreement with the Company’s Chief Operations Officer Hyler Fortier. The stock option allows Hyler Fortier to purchase 11.25 shares of the Company’s common stock at $1.00 per share per each individual option. The options will vest through January 1, 2017. The Company did not grant any registration rights with respect to any shares of common stock issuable upon exercise of the options. | |
During the period ended December 31, 2013, the Company recorded an expense of $612,387 equal to the estimated fair value of the options at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 1.73% risk-free interest, 0% dividend yield, 200% volatility, and expected life of 7 years for Isaac Dietrich’s, Tyler Knight’s, Hyler Fortier’s and Stewart Fortier’s options. | |
No other stock options have been issued or exercised. |
4_Stock_Warrants_Quarterly
4. Stock Warrants - Quarterly (Quarterly Member) | 9 Months Ended | |||||
Dec. 31, 2013 | ||||||
Quarterly Member | ' | |||||
4. Stock Warrants | ' | |||||
NOTE 4 – STOCK WARRANTS | ||||||
On March 24, 2014, the Company issued warrants to a third party for the purchase of 4,050,000 and 2,375,000 shares of common stock, at an exercise price of $0.001 and $0.4 per share, respectively. The warrants may be exercised any time after issuance through and including the third (3rd) anniversary of its original issuance. The Company recorded an expense of $555,598 equal to the estimated fair value of the warrants at the date of grants. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 0.75% risk-free interest, 0% dividend yield, 150% volatility, and expected life of 3 years | ||||||
On March 24, 2014, in connection to the issuance of convertible debentures of $269,100 to certain investors, which are convertible into shares of the Company’s common stock at $0.1 per share, the Company granted to the same investors three−year warrants to purchase an aggregate of 1,345,500 shares of the Company’s common stock at $0.4 per share. The warrants may be exercised any time after the issuance through and including the third (3rd) anniversary of its original issuance. See Note 5 for further discussion. | ||||||
On March 24, 2014, in connection to the issuance of 2,059,000 shares of common stock, the Company granted to the same investors three−year warrants to purchase an aggregate of 1,029,500 shares of the Company’s common stock at $0.4 per share. The warrants may be exercised any time after the issuance through and including the third (3rd) anniversary of its original issuance. The warrants have a fair market value of $66,712. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 0.75% risk-free interest, 0% dividend yield, 150% volatility, and expected life of 3 years | ||||||
Stock warrants outstanding and exercisable on March 31, 2014 are as follows: | ||||||
Exercise Price per Share | Shares Under warrants | Remaining Life in Years | ||||
Outstanding | ||||||
$0.00 | 4,050,000 | 3 | ||||
$0.4 | 4,750,000 | 3 | ||||
Exercisable | ||||||
$0.00 | 4,050,000 | 3 | ||||
$0.4 | 4,750,000 | 3 | ||||
No other stock warrants have been issued or exercised during the three months ended March 31, 2014. |
5_Fixed_Assets
5. Fixed Assets | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Property, Plant and Equipment [Abstract] | ' | ||||
5. Fixed Assets | ' | ||||
Note 5: Fixed Assets | |||||
Fixed assets were comprised of the following as of December 31, 2013. Depreciation is calculated using the straight-line method over a 5 year period. | |||||
31-Dec | |||||
Cost: | |||||
Computers | 1,522 | ||||
Total | 1,522 | ||||
Less: Accumulated depreciation | 228 | ||||
Property and equipment, net | $ | 1,294 | |||
5_Convertible_Debentures_Quart
5. Convertible Debentures - Quarterly (Quarterly Member) | 3 Months Ended |
Mar. 31, 2014 | |
Quarterly Member | ' |
5. Convertible Debentures | ' |
NOTE 5 – CONVERTIBLE DEBENTURES | |
On March 24, 2014, the Company issued several convertible debentures to certain accredited investors. The total amount of the debentures is $269,100 and matures on March 24, 2016 with zero percent interest rate. The debentures are convertible into shares of the Company’s common stock at $0.1 per share. In addition, the Company granted to the same investors three−year warrants to purchase an aggregate of 1,345,500 shares of the Company’s common stock at $0.4 per share. As of March 31, 2014, $87,600 funds from the debentures have not been received by the Company and was recorded as debenture subscription receivable. | |
The debentures were discounted in the amount of $131,705 due to the intrinsic value of the beneficial conversion option and relative fair value of the warrants. As of March 31, 2014, the aggregate carrying value of the debentures was $138,658, net of debt discounts of $132,968. The Company recorded amortization of debt discount in amount of $1,263 during the three months ended March 31, 2014. | |
6_Going_Concern_and_Uncertaint
6. Going Concern and Uncertainty | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
6. Going Concern and Uncertainty | ' |
Note 6: Going Concern and Uncertainty | |
The Company has suffered losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. | |
Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to translate its vast user base into sales. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties. |
6_Fixed_Assets_Quarterly
6. Fixed Assets - Quarterly | 12 Months Ended | 3 Months Ended | ||||||||
Dec. 31, 2013 | Mar. 31, 2014 | |||||||||
Quarterly Member | ||||||||||
6. Fixed Assets | ' | ' | ||||||||
Note 5: Fixed Assets | Note 6: Fixed Assets | |||||||||
Fixed assets were comprised of the following as of December 31, 2013. Depreciation is calculated using the straight-line method over a 5 year period. | Fixed assets were comprised of the following as of March 31, 2014 and December 31, 2013, respectively. Depreciation is calculated using the straight-line method over a 5 year period. | |||||||||
31-Dec | 31-Mar-14 | 31-Dec-13 | ||||||||
Cost: | Cost: | |||||||||
Computers | 1,522 | Computers | 5,571 | 1,522 | ||||||
Total | 1,522 | Office equipment | 2,182 | |||||||
Less: Accumulated depreciation | 228 | Total | 7,753 | 1,522 | ||||||
Property and equipment, net | $ | 1,294 | Less: Accumulated depreciation | 460 | 228 | |||||
Property and equipment, net | $ | 7,293 | 1,294 | |||||||
7_Development_Stage_Company
7. Development Stage Company | 9 Months Ended |
Dec. 31, 2013 | |
Development Stage Enterprises [Abstract] | ' |
Note 7 Development Stage Company | ' |
Note 7: Development Stage Company | |
The Company is in the development stage as of December 31, 2013 and to date has had no significant operations. Recovery of the Company assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure. |
7_Going_Concern_and_Uncertaint
7. Going Concern and Uncertainty - Quarterly | 12 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2014 | |
Quarterly Member | ||
7. Going Concern and Uncertainty | ' | ' |
Note 6: Going Concern and Uncertainty | NOTE 7 – GOING CONCERN AND UNCERTAINTY | |
The Company has suffered losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. | The Company has suffered losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. | |
Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to translate its vast user base into sales. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties. | Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to translate its vast user base into sales. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties. | |
8_Subsequent_Events
8. Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
7. Subsequent Events | ' |
Note 8: Subsequent Events | |
In accordance with the vesting agreements of Isaac Dietrich, Tyler Knight, Hyler Fortier and Stewart Fortier, upon the closure of the Series A Preferred Capital Raise on January 1, 2014, acceleration of the vesting schedules occurred. This caused full ownership interest of 58.07 (fifty eight and seven hundredths) common stock shares to be issued to Isaac Dietrich, 15.00 (fifteen) common stock shares to be issued to Hyler Fortier, 12.00 (twelve) common stock shares to be issued to Stewart Fortier and 12.00 (twelve) common stock shares to be issued to Tyler Knight. | |
On March 18, 2014, the Company entered into a Plan of Reorganization with its shareholders in which the following was effected: (i) on March 21, 2014, the Company’s Certificate of Incorporation was amended to allow for the issuance of 200,000,000 shares of the Company’s common stock; (ii) on March 24, 2014, each of the Company’s preferred shareholders converted their shares into common stock on a one for one basis, and (iii) on March 24, 2014, each of the Company’s shareholders surrendered their shares of the Company’s common stock in exchange for the pro-rata distribution of 36,000,000 newly issued shares of Company’s common stock, based on the percentage of the total shares of common stock held by the shareholder immediately prior to the exchange. | |
The Company evaluated subsequent events through the date its financial statements were issued on March 18, 2014. The Company is in the development stage as of December 31, 2013 and to date has had no significant operations. Recovery of the Company assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure. |
8_Development_Stage_Company_Qu
8. Development Stage Company - Quarterly | 9 Months Ended |
Dec. 31, 2013 | |
Note 7 Development Stage Company | ' |
Note 7: Development Stage Company | |
The Company is in the development stage as of December 31, 2013 and to date has had no significant operations. Recovery of the Company assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure. |
2_Income_Taxes_Tables
2. Income Taxes (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Total Deferred Tax Asset | ' | ||||
Total Deferred Tax Asset | $ | 29,240 | |||
Valuation Allowance | (29,240 | ) | |||
Net Deferred Tax Asset | — | ||||
Reconciliation of Income Taxes | ' | ||||
2013 | |||||
Income tax computed at the Federal statutory rate | 34 | % | |||
State income tax, net of Federal tax benefit | 0 | % | |||
Total | 34 | % | |||
Valuation allowance | -34 | % | |||
Total deferred tax asset | 0 | % |
2_Income_Taxes_Tables_Quarterl
2. Income Taxes (Tables) - Quarterly | 12 Months Ended | 3 Months Ended | ||||||||
Dec. 31, 2013 | Mar. 31, 2014 | |||||||||
Quarterly Member | ||||||||||
Total Deferred Tax Asset | ' | ' | ||||||||
Total Deferred Tax Asset | $ | 29,240 | Total Deferred Tax Asset | $ | 72,000 | |||||
Valuation Allowance | (29,240 | ) | Valuation Allowance | (72,000 | ) | |||||
Net Deferred Tax Asset | — | Net Deferred Tax Asset | — | |||||||
Reconciliation of Income Taxes | ' | ' | ||||||||
2013 | 2014 | |||||||||
Income tax computed at the Federal statutory rate | 34 | % | Income tax computed at the Federal statutory rate | 34 | % | |||||
State income tax, net of Federal tax benefit | 0 | % | State income tax, net of Federal tax benefit | 0 | % | |||||
Total | 34 | % | Total | 34 | % | |||||
Valuation allowance | -34 | % | Valuation allowance | -34 | % | |||||
Total deferred tax asset | 0 | % | Total deferred tax asset | 0 | % |
4_Stock_Warrants_Tables_Quarte
4. Stock Warrants (Tables) - Quarterly (Quarterly Member) | 9 Months Ended | |||||
Dec. 31, 2013 | ||||||
Quarterly Member | ' | |||||
Stock Warrants Outstanding and Exercisable | ' | |||||
Stock warrants outstanding and exercisable on March 31, 2014 are as follows: | ||||||
Exercise Price per Share | Shares Under warrants | Remaining Life in Years | ||||
Outstanding | ||||||
$0.00 | 4,050,000 | 3 | ||||
$0.4 | 4,750,000 | 3 | ||||
Exercisable | ||||||
$0.00 | 4,050,000 | 3 | ||||
$0.4 | 4,750,000 | 3 |
5_Fixed_Assets_Tables
5. Fixed Assets (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Property, Plant and Equipment [Abstract] | ' | ||||
Fixed Assets | ' | ||||
31-Dec | |||||
Cost: | |||||
Computers | 1,522 | ||||
Total | 1,522 | ||||
Less: Accumulated depreciation | 228 | ||||
Property and equipment, net | $ | 1,294 |
6_Fixed_Assets_Tables_Quarterl
6. Fixed Assets (Tables) - Quarterly | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2014 | Dec. 31, 2013 | |||||||||
Fixed Assets | ' | ' | ||||||||
31-Dec | ||||||||||
Cost: | ||||||||||
Computers | 1,522 | |||||||||
Total | 1,522 | |||||||||
Less: Accumulated depreciation | 228 | |||||||||
Property and equipment, net | $ | 1,294 | ||||||||
Quarterly Member | ' | ' | ||||||||
Fixed Assets | ' | ' | ||||||||
March 31,2014 | 31-Dec | |||||||||
Cost: | Cost: | |||||||||
Computers | 5,571 | Computers | 1,522 | |||||||
Office Equipment | 2,182 | Total | 1,522 | |||||||
Total | 7,753 | Less: Accumulated depreciation | 228 | |||||||
Less: Accumulated depreciation60 | 460 | Property and equipment, net | $ | 1,294 | ||||||
Property and equipment, net | $ | 7,293 |
2_Income_Taxes_Total_Deferred_
2. Income Taxes - Total Deferred Tax Asset (Details) (USD $) | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' |
Total Deferred Tax Asset | $29,240 |
Valuation Allowance | -29,240 |
Net Deferred Tax Asset | ' |
2_Income_Taxes_Reconciliation_
2. Income Taxes - Reconciliation of Income Taxes (Details) | 9 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income tax computed at the Federal statutory rate | 34.00% |
State income tax, net of Federal tax benefit | 0.00% |
Total | 34.00% |
Valuation allowance | -34.00% |
Total deferred tax asset | 0.00% |
2_Income_Taxes_Reconciliation_1
2. Income Taxes - Reconciliation of Income Taxes (Details) - Quarterly | 9 Months Ended |
Dec. 31, 2013 | |
Income tax computed at the Federal statutory rate | 34.00% |
State income tax, net of Federal tax benefit | 0.00% |
Total | 34.00% |
Valuation allowance | -34.00% |
Total deferred tax asset | 0.00% |
Quarterly Member | ' |
Income tax computed at the Federal statutory rate | 34.00% |
State income tax, net of Federal tax benefit | 0.00% |
Total | 34.00% |
Valuation allowance | -34.00% |
Total deferred tax asset | 0.00% |
2_Income_Taxes_Details_Narrati
2. Income Taxes (Details Narrative) (USD $) | 9 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Increase in Valuation Allowance | $29,240 |
Net Operating Loss Carry Forward | $86,000 |
2_Income_Taxes_Total_Deferred_1
2. Income Taxes - Total Deferred Tax Asset (Details) - Quarterly (USD $) | Dec. 31, 2013 |
Total Deferred Tax Asset | $29,240 |
Valuation Allowance | -29,240 |
Net Deferred Tax Asset | ' |
Quarterly Member | ' |
Total Deferred Tax Asset | 29,240 |
Valuation Allowance | -29,240 |
Net Deferred Tax Asset | ' |
3_Capital_Stock_Details_Narrat
3. Capital Stock (Details Narrative) (USD $) | Mar. 18, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Douglas Leighton | Bass Point Capital LLC | WM18 Finance | Rother Investments | Isaac Dietrich | Hyler Fortier | Stewart Fortier | Tyler Knight | |||
Preferred Stock, Par Value | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | 21 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Outstanding | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares to be Issued | ' | 20.59 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued for Services, Shares | ' | ' | 2.94 | ' | ' | ' | ' | 3.75 | 3 | 3 |
Stock Issued for Services, Value | ' | ' | $24,998 | ' | ' | ' | ' | $31,870 | $25,496 | $25,496 |
Stock Issued for Investment, Shares | ' | ' | ' | 5.88 | 5.88 | 5.89 | ' | ' | ' | ' |
Stock Issued for Investment, Value | ' | ' | ' | 50,000 | 50,000 | 50,000 | ' | ' | ' | ' |
Common Stock, Par Value | $0.00 | $1 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 200,000,000 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Issued | 36,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Outstanding | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for repayment of short term borrowing and services, Shares | ' | ' | ' | ' | ' | ' | 15.25 | ' | ' | ' |
Stock issued for repayment of short term borrowing and services, Value | ' | ' | ' | ' | ' | ' | 17,053 | ' | ' | ' |
Service Expense | ' | ' | ' | ' | ' | ' | $112,505 | ' | ' | ' |
3_Capital_Stock_Details_Narrat1
3. Capital Stock (Details Narrative) - Quarterly (USD $) | Mar. 18, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Quarterly Member | Quarterly Member | |||
Preferred Stock, Par Value | ' | $1 | ' | $1 |
Preferred Stock, Shares Authorized | ' | 21 | ' | 21 |
Preferred Stock, Shares Issued | ' | 0 | ' | 0 |
Preferred Stock, Shares Outstanding | ' | 0 | ' | 0 |
Common Stock, Shares to be Issued | ' | 20.59 | ' | ' |
Number of Shares Post Conversion | ' | ' | ' | ' |
Series A Preferred Accrued Dividend | ' | ' | ($4,358) | ' |
Common Stock, Par Value | $0.00 | $1 | ' | $1 |
Common Stock, Shares Authorized | 200,000,000 | 1,000 | ' | 1,000 |
Common Stock, Shares Issued | 36,000,000 | 0 | ' | 0 |
Common Stock, Shares Outstanding | ' | 0 | ' | 0 |
Common stock Issued for Cash Shares | ' | ' | ' | ' |
Proceeds from Sale of Stock | ' | ' | $193,700 | ' |
4_Stock_Options_Details_Narrat
4. Stock Options (Details Narrative) (USD $) | 9 Months Ended |
Dec. 31, 2013 | |
Stock Options Issued | 72.06 |
Isaac Dietrich | ' |
Stock Options Issued | 42.81 |
Shares Able to Be Purchased Upon Conversion of Option | 42.81 |
Price Per Share | 1 |
Tyler Knight | ' |
Stock Options Issued | 9 |
Shares Able to Be Purchased Upon Conversion of Option | 9 |
Price Per Share | 1 |
Stewart Fortier | ' |
Stock Options Issued | 9 |
Shares Able to Be Purchased Upon Conversion of Option | 9 |
Price Per Share | 1 |
Hyler Fortier | ' |
Stock Options Issued | 11.25 |
Shares Able to Be Purchased Upon Conversion of Option | 11.25 |
Price Per Share | 1 |
4_Stock_Warrants_Stock_Warrant
4. Stock Warrants - Stock Warrants Outstanding and Exercisable (Details) - Quarterly (Quarterly Member, USD $) | Mar. 31, 2014 |
Price Per Share | $0.40 |
Warrants Outstanding Price 1 | ' |
Price Per Share | $0.00 |
Shares Under Warrants | 4,050,000 |
Remaining Life in Years | 3 |
Warrants Outstanding Price 2 | ' |
Price Per Share | $0.40 |
Shares Under Warrants | 4,750,000 |
Remaining Life in Years | 3 |
Warrants Exercisable Price 1 | ' |
Price Per Share | $0.00 |
Shares Under Warrants | 4,050,000 |
Remaining Life in Years | 3 |
Warrants Exercisable Price 2 | ' |
Price Per Share | $0.40 |
Shares Under Warrants | 4,750,000 |
Remaining Life in Years | 3 |
5_Fixed_Assets_Fixed_Assets_De
5. Fixed Assets - Fixed Assets (Details) (USD $) | Dec. 31, 2013 |
Total | $1,522 |
Less: Accumulated depreciation | 228 |
Property and equipment, net | 1,294 |
Computers | ' |
Total | $1,522 |
5_Fixed_Assets_Fixed_Assets_De1
5. Fixed Assets - Fixed Assets (Details) - Quarterly (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Less: Accumulated depreciation | ' | $228 |
Property and equipment, net | ' | 1,294 |
Quarterly Member | ' | ' |
Less: Accumulated depreciation | $460 | $228 |
5_Convertible_Debentures_Detai
5. Convertible Debentures (Details Narrative) - Quarterly (Quarterly Member, USD $) | 3 Months Ended | 11 Months Ended | 36 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 24, 2017 | |
Total Amount of Debentures | $269,100 | $269,100 | ' |
Interest Rate on Debentures | 0.00% | 0.00% | ' |
Convertible Conversion Per SharePrice | $0.40 | $0.40 | ' |
Warrant Term | ' | ' | '3 years |
Warrants Granted Shares | ' | ' | 1,345,500 |
Debenture Subscription Receivable | 87,600 | 87,600 | ' |
Debenture Discount Amount | 131,705 | ' | ' |
Aggregate Carrying Value of Debentures | 138,658 | 138,658 | ' |
Debt Discounts Net | 132,968 | 132,968 | ' |
Amortization of Debt Discounts | $1,263 | $1,263 | ' |
Convertible Debenture Per Share Price One | ' | ' | ' |
Convertible Conversion Per SharePrice | $0.10 | $0.10 | ' |
7_Subsequent_Events_Details_Na
7. Subsequent Events (Details Narrative) | 9 Months Ended |
Dec. 31, 2013 | |
Isaac Dietrich | ' |
Common Stock, Shares Issued | 58.07 |
Hyler Fortier | ' |
Common Stock, Shares Issued | 15 |
Stewart Fortier | ' |
Common Stock, Shares Issued | 12 |
Tyler Knight | ' |
Common Stock, Shares Issued | 12 |
9_Subsequent_Events_Details_Na
9. Subsequent Events (Details Narrative) - Quarterly (Quarterly Member, USD $) | 3 Months Ended | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | Jun. 06, 2014 | Dec. 31, 2013 | Apr. 23, 2013 | Jun. 06, 2014 | Oct. 01, 2016 | Oct. 01, 2015 | Oct. 01, 2014 | Oct. 01, 2016 | Oct. 01, 2015 | Oct. 01, 2014 | Jun. 30, 2014 | Jun. 06, 2014 | Jun. 06, 2014 | |
Sebastian Stant | Vicent "Tripp" Keber | Vicent "Tripp" Keber | Vicent "Tripp" Keber | Ean Seeb | Ean Seeb | Ean Seeb | Jesus Quintero | Vicent "Tripp" Keber | Ean Seeb | |||||
Employee Incentive Plan Authorized Shares | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | 250,000 | 250,000 |
Stock Options Issued | ' | ' | ' | ' | 550,000 | ' | ' | ' | ' | ' | ' | ' | 750,000 | 750,000 |
Strike Price | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | $0.10 | $0.10 |
Vesting Schedule Shares | ' | ' | ' | ' | ' | 250,000 | 250 | 250,000 | 250,000 | 250,000 | 250,000 | ' | ' | ' |
Number Of Users Required for Early Vesting | ' | ' | ' | ' | ' | 1,080,000 | 830,000 | ' | 1,080,000 | 830,000 | ' | ' | ' | ' |
Number of Users Required for Vesting | ' | ' | ' | ' | 'Under the terms of the agreement, 250,000 options will vest upon the company obtaining 250,000 users; 150,000 options will vest upon the company obtaining 500,000 users; and 150,000 options will vest upon the company obtaining 750,000 users. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' |