Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | MassRoots, Inc. | |
Entity Central Index Key | 1589149 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
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 | |
Entity Common Stock, Shares Outstanding | 43,837,738 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $54,891 | $141,928 |
Other receivables | 23,913 | 11,201 |
Prepaid expense | 748,938 | 130,797 |
TOTAL CURRENT ASSETS | 827,742 | 283,926 |
FIXED ASSETS | ||
Computer and office equipment | 26,085 | 16,189 |
Accumulated depreciation | -3,124 | -2,027 |
NET FIXED ASSETS | 22,961 | 14,162 |
OTHER ASSETS | ||
Prepaid expense | 65,891 | 65,891 |
Deposits | 35,702 | 2,550 |
Total Other Assets | 101,593 | 68,441 |
TOTAL ASSETS | 952,296 | 366,529 |
CURRENT LIABILITIES | ||
Accounts Payable | 46,144 | 25,842 |
Accrued expenses | 21,275 | 23,917 |
Accrued payroll tax | 0 | 1,778 |
Derivative liabilities | 1,226,383 | 1,099,707 |
TOTAL CURRENT LIABILITIES | 1,293,802 | 1,151,244 |
LONG-TERM LIABILITY | ||
Convertible debentures, net of $80,870 and $107,016 discount, respectively | 148,230 | 162,084 |
TOTAL LIABILITIES | 1,442,032 | 1,313,328 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value, 200,000,000 shares authorized; 40,817,000and 38,909,000 shares issued and outstanding, respectively | 40,817 | 38,909 |
Common stock to be issued | 654 | 1,048 |
Additional paid in capital | 3,368,925 | 2,372,867 |
Common stock subscription receivable | 10,000 | 0 |
Deficit accumulated through the development stage | -3,910,132 | -3,359,623 |
TOTAL STOCKHOLDERS' EQUITY | -489,736 | -946,799 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $952,296 | $366,529 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 18, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||||||
Convertible Debenture Discount | $80,870 | $107,016 | ||||
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued | 40,817,000 | 38,909,000 | 38,909,000 | 0 | 36,000,000 | 0 |
Common Stock, Shares Outstanding | 40,817,000 | 38,909,000 | 38,909,000 | 0 | 0 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
ADVERTISING REVENUE | $941 | $995 |
COST OF GOODS SOLD | 700 | 690 |
GROSS PROFIT | 241 | 305 |
GENERAL AND ADMINISTRATIVE EXPENSES: | ||
Advertising | 53,589 | 30,504 |
Depreciation | 1,097 | 233 |
Independent contractor expense | 65,989 | 22,067 |
Legal expenses | 15,925 | 9,200 |
Payroll and related expense | 162,930 | 32,908 |
Other general and administrative expenses | 100,968 | 30,997 |
Total General and administrative expenses | 565,051 | 681,507 |
(LOSS) FROM OPERATIONS | -564,810 | -681,202 |
Change in derivative liailities | -42,737 | 0 |
Interest expense | -2,290 | 0 |
Amortization of discount on notes payable | -26,146 | -1,263 |
Total Other Income | 14,301 | -1,263 |
INCOME (LOSS) BEFORE INCOME TAXES | -550,509 | -682,465 |
PROVISION FOR INCOME TAXES | ||
NET (LOSS) | -550,509 | -682,465 |
Basic and fully diluted net income (loss) per common share: | ($0.01) | |
Weighted average common shares outstanding | 40,391,311 | |
Common Stock [Member] | ||
GENERAL AND ADMINISTRATIVE EXPENSES: | ||
Stock issued for services | 113,712 | |
Options Held [Member] | ||
GENERAL AND ADMINISTRATIVE EXPENSES: | ||
Stock issued for services | 47,009 | |
Warrant [Member] | ||
GENERAL AND ADMINISTRATIVE EXPENSES: | ||
Stock issued for services | $3,832 | $555,598 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) | ($550,509) | ($682,465) |
Adjustments to reconcile net (loss ) to net cash (used in ) operating activities: | ||
Depreciation | 1,097 | 233 |
Amortization of discount | 26,146 | 1,263 |
Change in derivative liabilities | -42,737 | 0 |
Imputed Interest expense | 2,290 | |
Changes in operating assets and liabilities | ||
Other receivables | -12,712 | |
Prepaid expense | -14,283 | -400 |
Deposit | -33,152 | |
Accounts payable and other liabilities | 51,944 | 5,046 |
Accrued payroll tax | -1,778 | -1,846 |
Net Cash (Used in) Operating Activities | -409,141 | -122,571 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for equipment | -9,896 | -6,231 |
Net Cash (Used in) Investing Activities | -9,896 | -6,231 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of convertible debentures for cash | 181,500 | |
Issuance of common stock for cash | 332,000 | 193,700 |
Net Cash Provided by Financing Activities | 332,000 | 375,200 |
NET INCREASE IN CASH | -87,037 | 246,398 |
CASH AT BEGINNING OF PERIOD | 141,928 | 80,479 |
CASH AT END OF PERIOD | 54,891 | 326,877 |
NON-CASH FINANCING ACTIVITIES | ||
Repayment of short term borrowing - related party through issuance of preferred stock | 0 | 555,598 |
Warrants/Common stock/Option issued for services | 603,858 | 0 |
Preferred Stock [Member] | ||
Adjustments to reconcile net (loss ) to net cash (used in ) operating activities: | ||
Stock issued for services | ||
Common Stock [Member] | ||
Adjustments to reconcile net (loss ) to net cash (used in ) operating activities: | ||
Stock issued for services | 113,712 | |
Options Held [Member] | ||
Adjustments to reconcile net (loss ) to net cash (used in ) operating activities: | ||
Stock issued for services | 47,009 | |
Warrant [Member] | ||
Adjustments to reconcile net (loss ) to net cash (used in ) operating activities: | ||
Stock issued for services | $3,832 | $555,598 |
1_SUMMARY_OF_SIGNIFICANT_ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||
Mar. 31, 2015 | |||
Accounting Policies [Abstract] | |||
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
MassRoots, Inc. (the “Company”) is a social network for the cannabis community. Through its mobile applications, systems and websites, MassRoots enables people to share their cannabis-related content and for businesses to connect with those consumers. The Company was incorporated in the State of Delaware on April 24, 2013. | |||
The Company’s primary focus during the first quarter of 2015 was increasing our userbase from around 200,000 to 275,000 users, returning to the iOS App Store and developing additional features to expand the reach and utility of its network. | |||
The Company has not focused on generating revenue to date. However, the primary source of revenue generated to date is advertising from businesses, brands and non-profits. Its secondary source of income is merchandise sales. | |||
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. | ||
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. | |||
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. | |||
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. | |||
Risk and Uncertainties: The Company is subject to risks common to emerging companies in the technology and cannabis industries, including, but not limited to, the uncertain governmental regulation of cannabis, the development of new technological innovations, potential lack of funding needed to reach our business goals and dependence on key personnel. | |||
Convertible Debentures - 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. | |||
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 derivative liabilities are stated at their fair value as a Level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities. See Note 4 for the Company’s assumptions used in determining the fair value of these financial instruments. | |||
Embedded Conversion Features | |||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. | |||
Derivative Financial Instruments | |||
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. | |||
For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. | |||
Beneficial Conversion Feature | |||
For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. | |||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | |||
Recent Accounting Pronouncements | |||
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted for financial statements not yet issued. The Company adopted ASU 2014-10 during the fourth quarter of 2014, thereby no longer presenting or disclosing any information required by Topic 915. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2015-08, 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_FIXED_ASSETS
2. FIXED ASSETS | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
2. FIXED ASSETS | NOTE 2 FIXED ASSETS | ||||||||||||
Fixed assets were comprised of the following as of March 31, 2015, December 31, 2014 and December 31, 2013. Depreciation is calculated using the straight-line method over a 5 year period. | |||||||||||||
31-Mar-15 | 31-Dec-14 | 31-Dec-13 | |||||||||||
Cost: | |||||||||||||
Computers | 17,347 | 12,134 | 1,522 | ||||||||||
Office equipment | 8,738 | 4,055 | 0 | ||||||||||
Total | 26,085 | 16,189 | 1,522 | ||||||||||
Less: Accumulated depreciation | 3,124 | 2,027 | 228 | ||||||||||
Property and equipment, net | 22,961 | 14,162 | 1,294 | ||||||||||
3_PREPAID_EXPENSE
3. PREPAID EXPENSE | 3 Months Ended |
Mar. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
3. PREPAID EXPENSE | NOTE 3 – PREPAID EXPENSE |
During the first quarter 2015, the Company issued 430,000 shares of its common stock, 100,000 warrants and 1,065,000 options in exchange for services, valued at $782,695. The $782,695 is being charged to operations over a one-year term. | |
On June 4, 2014, the Company issued a total of 850,000 shares of its common stock and 2,050,000 options in exchange for consulting services, valued at $286,818. The $286,818 is being charged to operations over a three-year term. | |
Consulting fees charged to operations during the three months ended March 31, 2015 and March 31, 2014 was $23,904 and $0, respectively. The unamortized balance at March 31, 2015 and at December 31, 2014 was $814,829, and $196,688, respectively. |
4_DERIVATIVE_LIABILITIES
4. DERIVATIVE LIABILITIES | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
4. DERIVATIVE LIABILITIES | NOTE 4 – DERIVATIVE LIABILITIES | ||||||||||||||||
The Company identified conversion features embedded within convertible debt and warrants issued in the first quarter 2015 and in 2014, and the Company also identified derivative liabilities embedded within warrants detachable with subscription agreement. The Company has determined that the features associated with the embedded conversion option, in the form of a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. | |||||||||||||||||
As a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is summarized as follow: | |||||||||||||||||
Warrants with convertible Debt | Warrants with subscription agreement | Warrants issued for services | Total | ||||||||||||||
Fair value at the commitment date | 87,189 | 259,278 | — | 346,467 | |||||||||||||
Fair value mark to market adjustment | 429,948 | 323,293 | — | 753,241 | |||||||||||||
Balances as of December 31, 2014 | 517,137 | 582,571 | — | 1,099,708 | |||||||||||||
Fair value at the commitment date-in the first quarter of 2015 | 125,708 | — | 43,704 | 169,412 | |||||||||||||
Fair value mark to market adjustment | (24,677 | ) | (17,841 | ) | (219 | ) | (42,737 | ) | |||||||||
Balances as of March 31, 2015 | 618,168 | 564,730 | 43,485 | 1,226,383 | |||||||||||||
The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of March 31, 2015: | |||||||||||||||||
Commitment Date | Remeasurement Date | ||||||||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||||
Expected volatility | 150 | % | 150 | % | |||||||||||||
Expected term | 3 years | 1.98 – 2.92 years | |||||||||||||||
Risk free interest rate | 0.75% - 1.1 | % | 0.89 | % | |||||||||||||
5_DEBT_DISCOUNT
5. DEBT DISCOUNT | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
5. DEBT DISCOUNT | NOTE 5 DEBT DISCOUNT | ||||||||
The Company recorded the $174,378 debt discount due to beneficial conversion feature of $87,189 for the detachable warrants issued with convertible debt, and $87,189 in derivative liabilities related to the ratchet feature warrants. | |||||||||
The debt discount was recorded in 2014 and pertains to convertible debt and warrants issued that contain ratchet features that are required to be bifurcated and reported at fair value. | |||||||||
Debt discount is summarized as follows: | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Deb discount on notes payable | 107,016 | 174,379 | |||||||
Accumulated amortization | (26,146 | ) | (67,363 | ) | |||||
Debt discount on notes payable, net | $ | 80,870 | $ | 107,016 | |||||
Amortization of debt discount on notes payable for the three months ended March 31, 2015 and March 31, 2014 was $26,146 and $1,263, respectively. |
6_CONVERTIBLE_DEBENTURES
6. CONVERTIBLE DEBENTURES | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
6. CONVERTIBLE DEBENTURES | NOTE 6 – 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 a zero percent interest rate. The debentures are convertible into shares of the Company’s common stock at $0.10 per share. | |
The debentures were discounted in the amount of $174,378 due to the intrinsic value of the beneficial conversion option and relative derivative liabilities of the warrants. | |
On January 7, 2015, one holder of a convertible debenture converted $40,000 principal to 400,000 shares of common stock. | |
As of March 31, 2015, the aggregate carrying value of the debentures was $148,230 net of debt discounts of $80,870, while as of December 31, 2014, the aggregate carrying value of the debentures was $162,084 net of debt discounts of $107,016. |
7_CAPITAL_STOCK
7. CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
7. CAPITAL STOCK | NOTE 7 CAPITAL STOCK |
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, 2015, there were zero shares of Series A preferred shares issued and outstanding. | |
The Company is currently authorized to issue 200,000,000 shares of its common stock at $0.001 par value per share. As of March 31, 2015, there were 40,817,000 shares of common stock issued and outstanding and 654,000 shares of common stock remaining to be issued. | |
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 authorization 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”). | |
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. | |
On March 18, 2014, immediately prior to the exchange, the Company converted $4,358 accrued dividends from Series A preferred shares into 0.513 shares 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. | |
On June 4, 2014, the Company issued 250,000 shares of common stock to Vincent “Tripp” Keber valued at $0.10 per share in exchange for his services on the Company’s Board of Directors for three years under the 2014 Equity Incentive Plan (“2014 Plan”). These shares had a fair market value of $25,000, of which $2,055 was amortized during the quarter ended March 31, 2015. | |
On June 4, 2014, the Company issued 250,000 shares of common stock under the 2014 Plan to Ean Seeb valued at $0.10 per share in exchange for his services on the Company’s Board of Directors for three years. These shares had a fair market value of $25,000, of which $2,055 was amortized during the quarter ended March 31, 2015. | |
On June 4, 2014, the Company issued 250,000 shares of common stock under the 2014 Plan to Sebastian Stant valued at $0.10 per share in exchange for his services as the Company’s Lead Web Developer for one year. These shares had a fair market value of $25,000, of which $6,164 # was amortized during the quarter ended March 31, 2015. | |
On May 1, 2014, the Company issued 100,000 shares of common stock to Jesus Quintero under the 2014 Plan valued at $0.10 per share in exchange for his services as the Company’s Chief Financial Officer for one year. These shares have a fair market value of $10,000, of which $2,466 was amortized during the quarter ended March 31, 2015. | |
On January 7, 2015, the Company issued 400,000 shares of common stock by conversion of convertible debentures issued in March 2014. | |
From September 15, 2014 to March 11, 2015, we completed an offering of $866,000 of our securities to certain accredited and non-accredited investors consisting of 1,732,000 shares of our common stock at $0.50 per share. As of March 31, 2015, 1,508,000 shares of common stock had been issued. The remaining 224,000 shares have not been issued as of March 31, 2015 and were recorded as common stock to be issued. | |
On March 3, 2015, MassRoots entered into an investment banking relationship with Chardan Capital Markets, LLC. Under the terms of the agreement, MassRoots shall pay Chardan a non-refundable retainer of 200,000 common shares and pay a commission equal to: (a) an aggregate cash fee equal to four percent (4%) of the gross proceeds received from the sale of common stock; and (b) an aggregate restricted stock fee equal to eight percent (8.0%) of the aggregate number of shares of common stock sold in the offering. These shares had not been issued as of March 31, 2015 and were recorded as common stock to be issued. | |
From January 1 to March 31, 2015, the Company issued 230,000 shares of common stock to five employees and consultants under the 2014 Plan. These shares had not been issued as of March 31, 2015 and were recorded as common stock to be issued. | |
From January 1 to March 31, 2015, the Company issued 1,048,000 share of common stock that was accounted for as common stock to be issued as of December 31, 2014. |
8_STOCK_WARRANTS
8. STOCK WARRANTS | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Summary of Investments, Other than Investments in Related Parties [Abstract] | |||||||||||||
8. STOCK WARRANTS | NOTE 8 – 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 $0.40 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 $0.10 per share, the Company granted to the same investors three−year warrants to purchase an aggregate of up to 1,345,500 shares of the Company’s common stock at $0.40 per share. The warrants may be exercised any time after the issuance through and including the third (3rd) anniversary of its original issuance. | |||||||||||||
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 $0.40 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. See Note 4 for further discussion. | |||||||||||||
During the four months ended December 31, 2014, in connection to the sale of 1,048,000 shares of common stock, the Company granted to the same investors three−year warrants to purchase an aggregate of 524,000 shares of the Company’s common stock at $1.00 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 $42,650. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 1% risk-free interest, 0% dividend yield, 150% volatility, and expected life of 3 years. See Note 4 for further discussion. | |||||||||||||
During the three months ended March 31, 2015, in connection to the sale of 684,000 shares of common stock, the Company granted to the same investors three−year warrants to purchase an aggregate of 342,000 shares of the Company’s common stock at $1.00 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 $125,708. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 1% risk-free interest, 0% dividend yield, 150% volatility, and expected life of 3 years. See Note 4 for further discussion. | |||||||||||||
On February 27, 2015, in conjunction with one-year services agreement, the Company issued warrants to purchase 100,000 shares of common stock at $0.50 per share. | |||||||||||||
Stock warrants outstanding and exercisable on March 31, 2015 are as follows: | |||||||||||||
Exercise Price per Share | Shares Under Warrants | Remaining Life in Years | |||||||||||
Outstanding | |||||||||||||
$ | 0.001 | 4,050,000 | 2 | ||||||||||
$ | 0.4 | 4,750,000 | 2 | ||||||||||
$ | 0.5 | 100,000 | 5 | ||||||||||
$ | 1 | 866,000 | 3 | ||||||||||
Exercisable | |||||||||||||
$ | 0.001 | 4,050,000 | 2 | ||||||||||
$ | 0.4 | 4,750,000 | 2 | ||||||||||
$ | 0.5 | 100,000 | 5 | ||||||||||
$ | 1 | 866,000 | 3 | ||||||||||
No other stock warrants have been issued or exercised during the three months ended March 31, 2015. |
9_EMPLOYEE_EQUITY_INCENTIVE_PL
9. EMPLOYEE EQUITY INCENTIVE PLAN | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||
9. EMPLOYEE EQUITY INCENTIVE PLAN | NOTE 9 – EMPLOYEE EQUITY INCENTIVE PLAN | ||||||||||
In June 2014, our shareholders approved the 2014 Plan, which provides for the grant of incentive equity, including options to our employees and our parent and subsidiary corporations' employees, and for the grant of nonstatutory stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. A total of 4 million shares of common stock are reserved for issuance under our 2014 Plan. | |||||||||||
On June 4, 2014, the Company granted options to purchase 750,000 shares at $0.10 per share to Vincent “Tripp” Keber for his services on the Company’s Board of Directors for 3 years. Under the terms of the grant, 250,000 shares began vesting on October 1, 2014 such that 20,833 shares vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These options were issued in exchange for his services on the Company’s Board of Directors for 3 years. The options may be exercised any time after the issuance through and including the tenth (10th) anniversary of its original issuance. The options have a fair market value of $73,836. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 2.61% risk-free interest, 0% dividend yield, 150% volatility, and expected life of 10 years. During the quarter ended March 31, 2015, $6,069 was amortized. | |||||||||||
On June 4, 2014, the Company granted options to purchase 750,000 shares at $0.10 per share to Ean Seeb for his services on the Company’s Board of Directors for 3 years. Under the terms of the grant, 250,000 shares began vesting on October 1, 2014 such that 20,833 shares vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These options were issued in exchange for his services on the Company’s Board of Directors for 3 years. The options may be exercised any time after the issuance through and including the tenth (10th) anniversary of its original issuance. The options have a fair market value of $73,836. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 2.61% risk-free interest, 0% dividend yield, 150% volatility, and expected life of 10 years. During the quarter ended March 31, 2015, $6,069 was amortized. | |||||||||||
On June 4, 2014, the Company granted options to purchase 550,000 shares at $0.10 per share to Sebastian Stant for his services as the Company’s Lead Web Developer for 1 year. Under the terms of the grant, 250,000 shares shall vest immediately upon the company reaching 250,000 users. An additional 150,000 shares shall vest immediately upon the Company reaching 500,000 users. An additional 150,000 shares shall vest immediately upon the Company reaching 750,000 users. The options were issued in exchange for his services as the Company’s Lead Web Developer for 1 year. The options may be exercised any time after the issuance through and including the tenth (10th) anniversary of its original issuance. The options have a fair market value of $54,146. The fair market value was calculated using the Black-Scholes options pricing model, assuming approximately 2.61% risk-free interest, 0% dividend yield, 150% volatility, and expected life of 10 years. During the quarter ended March 31, 2015, $6,164 was amortized. | |||||||||||
On March 9, 2015, Sebastian Stant resigned his position as Lead Developer of MassRoots and surrendered 350,000 options with a strike price of $0.10 back to the 2014 Plan. | |||||||||||
From January 1 to March 31, 2015, the Company granted 230,000 shares and options to purchase 1,065,000 shares at $0.50 per share to 20 employees and consultants of the Company, with most vesting monthly over the course of one year. The fair market value of the options are $523,991. | |||||||||||
Stock options outstanding and exercisable on March 31, 2015 are as follows: | |||||||||||
Exercise Price per Share | Shares Under Options | Remaining Life in Years | |||||||||
Outstanding | |||||||||||
$ | 0.1 | 1,750,000 | 10 | ||||||||
$ | 0.5 | 1,065,000 | 10 | ||||||||
Exercisable | |||||||||||
$ | 0.1 | 583,382 | 10 | ||||||||
$ | 0.5 | 332,495 | 10 | ||||||||
No other stock options have been issued or exercised during the three months ended March 31, 2015. |
10_GOING_CONCERN_AND_UNCERTAIN
10. GOING CONCERN AND UNCERTAINTY | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
10. GOING CONCERN AND UNCERTAINTY | NOTE 10 – 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 unaudited financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties. |
11_SIGNIFICANT_EVENTS
11. SIGNIFICANT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
11. SIGNIFICANT EVENTS | NOTE 11 – SIGNIFICANT EVENTS |
On January 1, 2015, MassRoots amended its employment contract with Tyler Knight. For his services as Chief Marketing Officer, Mr. Knight shall be compensated five thousand dollars ($5,000) per month. The employment contract is “at-will” and may be terminated by the Company or Mr. Knight with or without cause with one (1) month’s written notice. No retirement plan, health insurance or employee benefits program was awarded to Mr. Knight and he serves at the direction of the Chief Executive Officer and Board of Directors. | |
On March 3, 2015, MassRoots entered into an investment banking relationship with Chardan Capital Markets, LLC. Under the terms of the agreement, MassRoots shall pay Chardan a non-refundable retainer of 200,000 common shares and pay a commission equal to: (a) an aggregate cash fee equal to four percent (4%) of the gross proceeds received from the sale of the Stock; and (b) an aggregate restricted stock fee equal to eight percent (8.0%) of the aggregate number of shares of Stock sold in the offering. | |
On March 9, 2015, Sebastian Stant resigned his position as Lead Developer of MassRoots and surrendered 350,000 options with a strike price of $0.10 back to the 2014 Employee Incentive Plan. | |
On March 9, 2015 MassRoots entered into an employment contract with Alan Janis. For his services as Director of Technology, Mr. Janis shall be compensated one hundred thirty thousand dollars ($130,000) per year. The employment contract is “at-will” and may be terminated by the Company or Mr. Jenis with or without cause with one (1) month’s written notice. No retirement plan, health insurance or employee benefits program was awarded to Mr. Janis and he serves at the discretion of the Board of Directors. | |
On March 31, 2015, MassRoots amended its employment contract with Isaac Dietrich. For his services as Chief Executive Officer, Mr. Dietrich shall be compensated seven thousand five hundred dollars ($7,500) per month, effective April 1, 2015. The employment contract is “at-will” and may be terminated by the Company or Mr. Dietrich with or without cause with one (1) month’s written notice. No retirement plan, health insurance or employee benefits program was awarded to Mr. Dietrich and he serves at the direction of the Board of Directors. | |
On March 31, 2015, MassRoots amended its employment contract with Hyler Fortier. For her services as Chief Operating Officer, Ms. Fortier shall be compensated five thousand dollars ($5,000) per month, effective April 1, 2015. The employment contract is “at-will” and may be terminated by the Company or Ms. Fortier with or without cause with one (1) month’s written notice. No retirement plan, health insurance or employee benefits program was awarded to Ms. Fortier and she serves at the direction of the Board of Directors. | |
From January 1, 2015 to March 11, 2015, we sold $342,000 of our securities to certain accredited and non-accredited investors consisting of 648,000 shares of our common stock at $0.50 per share, with a warrant, exercisable into an amount of our common stock equal to fifty percent (50%) of the common stock purchased, at $1.00 per share. On March 11, 2015 this offering was terminated per the Company’s Board of Directors. | |
On January 14, 2015, the Company issued 1,508,000 shares of common stock to investors who had purchased the shares at $0.50 per share from September 15, 2014 to January 9, 2015. | |
On March 20, 2015, we executed a lease with RVOF Market Center, LLC to rent 3,552 square feet of office space at 1624 Market Street, Suite 201, Denver, CO 80202 for a term of 37 months, under which the Company will pay a base rate of $0 for the first month, $8,288 for months two through 13, $8,584.00 for the months 14 through 25, and $8,880.00 for the months 25 through 37. We took possession of this space on April 10, 2015 and did not incur any significant relocation costs. |
12_SUBSEQUENT_EVENTS
12. SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
12. SUBSEQUENT EVENTS | NOTE 12 SUBSEQUENT EVENTS |
From April 1, 2015 through April 17, 2015, the Company completed an offering of 960,933 restricted shares of the Company’s common stock, par value $0.001 per share to certain accredited and unaccredited investors. The shares were offered pursuant to subscription agreements with each investor for aggregate gross proceeds to the Company of $576,200. The Company compensated Chardan Capital $20,000 cash and 262,560 shares of common stock as commission for this placement. | |
From April 1, 2015 to May 10, 2015, the Company issued 3,020,828 shares of common stock: 200,000 shares for the conversion of a debenture with a face value of $20,000 at $0.10 per share, 224,000 shares to the $0.50 round investors from January to March 2015, 1,110,337 shares to the $0.60 round investors during April 2015 (an extra 150,000 shares were inadvertently issued and are in the process of being rescinded), 262,650 shares to Chardan Capital for placement agent services, 936,341 shares for the exercise of $0.001 warrants, and 287,500 shares for the exercise of the $0.40 financing warrants. | |
On April 28, 2015, the Company entered into a consulting agreement with Torrey Hills Capital. Under the terms of the agreement, Torrey Hills Capital is to receive 75,000 shares of common stock and $5,000 per month for setting-up non-deal roadshows for the Company. | |
From April 1, 2015 to May 10, 2015, the Company received $115,000 from the exercise of the Company’s $0.40 warrants and issued 287,500 shares to the investors. | |
On May 12, 2015, the Company entered into a consulting agreement with Caro Capital. Under the terms of the agreement, Caro Capital is to receive 200,000 shares of common stock for a purchase price of $200 and $2,000 per month for setting-up non-deal roadshows for the Company for a period of one year. |
1_SUMMARY_OF_SIGNIFICANT_ACCOU1
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||
Mar. 31, 2015 | |||
Accounting Policies [Abstract] | |||
Basis of Presentation | Basis of Presentation | ||
The financial statements include the accounts of MassRoots, Inc. under the accrual basis of accounting. | |||
Managements Use of Estimates | 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 | 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 | 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 | 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. | ||
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. | |||
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. | |||
Cost of Sales | 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) | 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 | 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. | ||
Risk and Uncertainties | Risk and Uncertainties: The Company is subject to risks common to emerging companies in the technology and cannabis industries, including, but not limited to, the uncertain governmental regulation of cannabis, the development of new technological innovations, potential lack of funding needed to reach our business goals and dependence on key personnel. | ||
Convertible Debentures | Convertible Debentures - 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. | ||
Stock Based Compensation | 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 | 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 derivative liabilities are stated at their fair value as a Level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities. See Note 4 for the Company’s assumptions used in determining the fair value of these financial instruments. | |||
Embedded Conversion Features | Embedded Conversion Features | ||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. | |||
Derivative Financial Instruments | Derivative Financial Instruments | ||
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. | |||
For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. | |||
Beneficial Conversion Feature | Beneficial Conversion Feature | ||
For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. | |||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted for financial statements not yet issued. The Company adopted ASU 2014-10 during the fourth quarter of 2014, thereby no longer presenting or disclosing any information required by Topic 915. 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_FIXED_ASSETS_Tables
2. FIXED ASSETS (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Fixed Assets | 31-Mar-15 | 31-Dec-14 | 31-Dec-13 | ||||||||||
Cost: | |||||||||||||
Computers | 17,347 | 12,134 | 1,522 | ||||||||||
Office equipment | 8,738 | 4,055 | 0 | ||||||||||
Total | 26,085 | 16,189 | 1,522 | ||||||||||
Less: Accumulated depreciation | 3,124 | 2,027 | 228 | ||||||||||
Property and equipment, net | 22,961 | 14,162 | 1,294 |
4_DERIVATIVE_LIABILITIES_Table
4. DERIVATIVE LIABILITIES (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Notes to Financial Statements | |||||||||||||||||
Derivative Liabilities Ratchet Feature | Warrants with convertible Debt | Warrants with subscription agreement | Warrants issued for services | Total | |||||||||||||
Fair value at the commitment date | 87,189 | 259,278 | — | 346,467 | |||||||||||||
Fair value mark to market adjustment | 429,948 | 323,293 | — | 753,241 | |||||||||||||
Balances as of December 31, 2014 | 517,137 | 582,571 | — | 1,099,708 | |||||||||||||
Fair value at the commitment date-in the first quarter of 2015 | 125,708 | — | 43,704 | 169,412 | |||||||||||||
Fair value mark to market adjustment | (24,677 | ) | (17,841 | ) | (219 | ) | (42,737 | ) | |||||||||
Balances as of March 31, 2015 | 618,168 | 564,730 | 43,485 | 1,226,383 | |||||||||||||
Derivative Liabilities Assumptions Used | Commitment Date | Remeasurement Date | |||||||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||||
Expected volatility | 150 | % | 150 | % | |||||||||||||
Expected term | 3 years | 1.98 – 2.92 years | |||||||||||||||
Risk free interest rate | 0.75% - 1.1 | % | 0.89 | % |
5_DEBT_DISCOUNT_Tables
5. DEBT DISCOUNT (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Discount | 31-Mar-15 | 31-Dec-14 | |||||||
Deb discount on notes payable | 107,016 | 174,379 | |||||||
Accumulated amortization | (26,146 | ) | (67,363 | ) | |||||
Debt discount on notes payable, net | $ | 80,870 | $ | 107,016 |
8_STOCK_WARRANTS_Tables
8. STOCK WARRANTS (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Summary of Investments, Other than Investments in Related Parties [Abstract] | |||||||||||||
Stock Warrants | |||||||||||||
Exercise Price per Share | Shares Under Warrants | Remaining Life in Years | |||||||||||
Outstanding | |||||||||||||
$ | 0.001 | 4,050,000 | 2 | ||||||||||
$ | 0.4 | 4,750,000 | 2 | ||||||||||
$ | 0.5 | 100,000 | 5 | ||||||||||
$ | 1 | 866,000 | 3 | ||||||||||
Exercisable | |||||||||||||
$ | 0.001 | 4,050,000 | 2 | ||||||||||
$ | 0.4 | 4,750,000 | 2 | ||||||||||
$ | 0.5 | 100,000 | 5 | ||||||||||
$ | 1 | 866,000 | 3 |
9_EMPLOYEE_EQUITY_INCENTIVE_PL1
9. EMPLOYEE EQUITY INCENTIVE PLAN (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||
Employee Stock Option Program | Exercise Price per Share | Shares Under Options | Remaining Life in Years | ||||||||
Outstanding | |||||||||||
$ | 0.1 | 1,750,000 | 10 | ||||||||
$ | 0.5 | 1,065,000 | 10 | ||||||||
Exercisable | |||||||||||
$ | 0.1 | 583,382 | 10 | ||||||||
$ | 0.5 | 332,495 | 10 |
2_FIXED_ASSETS_Fixed_Assets_De
2. FIXED ASSETS - Fixed Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Property and equipment, gross | $26,085 | $16,189 | $1,522 |
Less: Accumulated depreciation | 3,124 | 2,027 | 228 |
Property and equipment, net | 22,961 | 14,162 | 1,294 |
Computers | |||
Property and equipment, gross | 17,347 | 12,134 | 1,522 |
Office Equipment | |||
Property and equipment, gross | $8,738 | $4,055 | $0 |
3_PREPAID_EXPENSE_Details_Narr
3. PREPAID EXPENSE (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Stock Issued for Consulting Services, Shares | 430,000 | 850,000 |
Options Issued for Consulting Services, Options | 1,065,000 | 2,050,000 |
Stock and Options Issued for Consulting Services, Value | $782,695 | $286,818 |
Warrants Issued for Consulting Services | 400,000 |
4_DERIVATIVE_LIABILITIES_Deriv
4. DERIVATIVE LIABILITIES - Derivative Liabilities Ratchet Feature (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Warrants with Convertible Debt | ||
Fair value at the commitment date | $87,189 | $125,708 |
Fair value mark to market adjustment | 429,948 | -24,677 |
Balance at end of period | 517,137 | 618,168 |
Warrants with Subscription Agreement | ||
Fair value at the commitment date | 259,278 | |
Fair value mark to market adjustment | 323,293 | -17,841 |
Balance at end of period | 582,571 | 564,730 |
Warrants Issued for Services | ||
Fair value at the commitment date | 43,704 | |
Fair value mark to market adjustment | -219 | |
Balance at end of period | 43,485 | |
Total | ||
Fair value at the commitment date | 346,467 | 169,412 |
Fair value mark to market adjustment | 753,241 | -42,737 |
Balance at end of period | $1,099,708 | $1,226,383 |
4_DERIVATIVE_LIABILITIES_Deriv1
4. DERIVATIVE LIABILITIES - Derivative Liabilities Assumptions Used (Details) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Expected volatility | 150.00% | 150.00% |
Expected term | 3 years | 3 years |
Commitment Date [Member] | Minimum [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 150.00% | |
Expected term | 3 years | |
Risk free interest rate | 0.75% | |
Commitment Date [Member] | Maximum [Member] | ||
Risk free interest rate | 1.10% | |
Remeasurement [Member] | Minimum [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 150.00% | |
Expected term | 1 year 11 months | |
Risk free interest rate | 0.89% | |
Remeasurement [Member] | Maximum [Member] | ||
Expected term | 2 years 11 months |
5_DEBT_DISCOUNT_Debt_Discount_
5. DEBT DISCOUNT - Debt Discount (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Deb discount on notes payable | $107,016 | $174,379 |
Accumulated amortization | -26,146 | -67,363 |
Debt discount on notes payable, net | $80,870 | $107,016 |
5_DEBT_DISCOUNT_Details_Narrat
5. DEBT DISCOUNT (Details Narrative) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Debt Discount | $107,016 | $174,379 |
Beneficial conversion feature | $87,189 |
6_CONVERTIBLE_DEBENTURES_Detai
6. CONVERTIBLE DEBENTURES (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||||
Total Amount of Debentures | $269,100 | |||
Interest Rate on Debentures | 0.00% | |||
Convertible Conversion Per Share, Price | $0.10 | |||
Warrant Term | 3 years | |||
Warrants Granted Shares | 400,000 | 1,345,500 | ||
Debenture Discount Amount | 174,389 | |||
Aggregate Carrying Value of Debentures | 148,230 | 188,273 | ||
Debt Discounts Net | 80,870 | 107,016 | ||
Amortization of Debt Discounts | 26,146 | 1,263 | -67,363 | |
Converted Amount | $40,000 |
7_CAPITAL_STOCK_Details_Narrat
7. CAPITAL STOCK (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 18, 2014 | Dec. 31, 2013 | Jun. 04, 2014 | |
Preferred Stock, Par Value | $1 | $1 | |||||
Preferred Stock, Shares Authorized | 21 | 21 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Conversion and Voting Rights Ratio | 1:01 | ||||||
Common Stock, Shares to be Issued | 224,000 | 1,048,000 | |||||
Stock Options Issued Shares | 72.06 | ||||||
Number of Shares Post Conversion | 400,000 | 21,954,160 | |||||
Stock Subscription Receivable | $200,000 | $72 | |||||
Series A Preferred Accrued Dividend | -4,358 | ||||||
Common Shares Coverted from Preferred | 0.513 | ||||||
Common Shares Converted | 156,293 | ||||||
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |
Common Stock, Shares Issued | 40,817,000 | 38,909,000 | 38,909,000 | 0 | 36,000,000 | 0 | |
Common Stock, Value | 40,817 | 38,909 | 38,909 | 0 | |||
Common Stock, Shares Outstanding | 40,817,000 | 38,909,000 | 38,909,000 | 0 | 0 | ||
Common stock Issued for Cash Shares | 684,000 | 1,048,000 | 2,059,000 | ||||
Common stock Issued for Cash Value | 342,000 | 524,000 | 205,900 | ||||
Vincent Keber | |||||||
Common Stock, Par Value | $0.10 | ||||||
Common Stock, Shares Issued | 250,000 | ||||||
Common Stock, Value | 25,000 | ||||||
Compensation expense Amortized | 2,055 | ||||||
Ean Seeb | |||||||
Common Stock, Par Value | $0.10 | ||||||
Common Stock, Shares Issued | 250,000 | ||||||
Common Stock, Value | 25,000 | ||||||
Compensation expense Amortized | 2,055 | ||||||
Sebastian Stant | |||||||
Common Stock, Par Value | $0.10 | ||||||
Common Stock, Shares Issued | 250,000 | ||||||
Common Stock, Value | 25,000 | ||||||
Compensation expense Amortized | 6,164 | ||||||
Jesus Quintero | |||||||
Common Stock, Par Value | $0.10 | ||||||
Common Stock, Shares Issued | 100,000 | ||||||
Common Stock, Value | 10,000 | ||||||
Compensation expense Amortized | $2,466 |
8_STOCK_WARRANTS_Stock_Warrant
8. STOCK WARRANTS - Stock Warrants (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Shares Under warrants, Outstanding | 342,000 | 524,000 |
Remaining Life in Years, Outstanding | 3 years | 3 years |
Warrant 1 | ||
Exercise Price per Share, Outstanding | 0.001 | |
Shares Under warrants, Outstanding | 4,050,000 | |
Remaining Life in Years, Outstanding | 2 years | |
Exercise Price per Share, Exercisable | 0.001 | |
Shares Under warrants, Exercisable | 4,050,000 | |
Remaining Life in Years, Exercisable | 2 years | |
Warrant 2 | ||
Exercise Price per Share, Outstanding | 0.4 | |
Shares Under warrants, Outstanding | 4,750,000 | |
Remaining Life in Years, Outstanding | 2 years | |
Exercise Price per Share, Exercisable | 0.4 | |
Shares Under warrants, Exercisable | 4,750,000 | |
Remaining Life in Years, Exercisable | 2 years | |
Warrant 3 | ||
Exercise Price per Share, Outstanding | 0.5 | |
Shares Under warrants, Outstanding | 100,000 | |
Remaining Life in Years, Outstanding | 5 years | |
Exercise Price per Share, Exercisable | 0.5 | |
Shares Under warrants, Exercisable | 100,000 | |
Remaining Life in Years, Exercisable | 5 years | |
Warrant 4 | ||
Exercise Price per Share, Outstanding | 1 | |
Shares Under warrants, Outstanding | 866,000 | |
Remaining Life in Years, Outstanding | 3 years | |
Exercise Price per Share, Exercisable | 1 | |
Shares Under warrants, Exercisable | 866,000 | |
Remaining Life in Years, Exercisable | 3 years |
8_STOCK_WARRANTS_Details_Narra
8. STOCK WARRANTS (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 23, 2014 | |
Warrants Issued, Shares | 342,000 | 524,000 | 524,000 | |
Warrants, Exercise Price | $1 | $1 | 1 | |
Warrant Expense | $259,278 | 259,278 | $555,598 | |
Risk-Free Interest | 1.00% | 1.00% | ||
Dividend Yield | 0.00% | 0.00% | ||
Volatility | 150.00% | 150.00% | ||
Expected Life | 3 years | 3 years | ||
Warrant, Fair Market Value | 125,708 | 42,650 | ||
Warrant [Member] | ||||
Warrants Issued, Shares | 4,050,000 | |||
Warrants, Exercise Price | $0.00 | |||
Warrant 2 [Member] | ||||
Warrants Issued, Shares | 2,375,000 | |||
Warrants, Exercise Price | $0.40 | |||
Warrant 1 and 2 [Member] | ||||
Risk-Free Interest | 0.75% | |||
Dividend Yield | 0.00% | |||
Volatility | 150.00% | |||
Expected Life | 3 years | |||
Warrant 3 [Member] | ||||
Warrants Issued, Shares | 1,345,000 | |||
Warrants, Exercise Price | $0.40 | |||
Warrant Expense | 269,100 | |||
Warrant 4 [Member] | ||||
Warrants, Exercise Price | $0.40 | |||
Warrant Expense | $66,712 | |||
Risk-Free Interest | 0.75% | |||
Dividend Yield | 0.00% | |||
Volatility | 150.00% | |||
Expected Life | 3 years |
9_EMPLOYEE_EQUITY_INCENTIVE_PL2
9. EMPLOYEE EQUITY INCENTIVE PLAN - Employee Stock Option Program (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Shares Under warrants, Outstanding | 342,000 | 524,000 |
Remaining Life in Years, Outstanding | 3 years | 3 years |
Stock Option Plan 1 | ||
Exercise Price per Share, Outstanding | 0.1 | |
Shares Under warrants, Outstanding | 1,750,000 | |
Remaining Life in Years, Outstanding | 10 years | |
Exercise Price per Share, Exercisable | 0.1 | |
Shares Under warrants, Exercisable | 583,382 | |
Remaining Life in Years, Exercisable | 10 years | |
Stock Option Plan 2 | ||
Exercise Price per Share, Outstanding | 0.5 | |
Shares Under warrants, Outstanding | 1,065,000 | |
Remaining Life in Years, Outstanding | 10 years | |
Exercise Price per Share, Exercisable | 0.5 | |
Shares Under warrants, Exercisable | 332,495 | |
Remaining Life in Years, Exercisable | 10 years |
9_EMPLOYEE_STOCK_OPTION_PROGRA
9. EMPLOYEE STOCK OPTION PROGRAM (Details Narrative) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 23, 2014 | Jun. 04, 2014 | |
Warrants Issued, Shares | 342,000 | 524,000 | ||
Warrants, Exercise Price | $1 | $1 | ||
Warrant Expense | $259,278 | $555,598 | ||
Risk-Free Interest | 1.00% | 1.00% | ||
Dividend Yield | 0.00% | 0.00% | ||
Volatility | 150.00% | 150.00% | ||
Expected Life | 3 years | 3 years | ||
Warrant, Fair Market Value | 125,708 | 42,650 | ||
Stock Options Forfeited | 350,000 | |||
Vincent Tripp Keber | ||||
Warrants Issued, Shares | 750,000 | |||
Warrants, Exercise Price | $0.10 | |||
Warrant Expense | 73,836 | |||
Risk-Free Interest | 2.61% | |||
Dividend Yield | 0.00% | |||
Volatility | 150.00% | |||
Expected Life | 10 years | |||
Warrants Amortized | 14,160 | |||
Vesting Terms | Under the terms of the agreement, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These warrants were issued in exchange for his services on the Company’s Board of Directors for 3 years. The warrants may be exercised any time after the issuance through and including the tenth (10th) anniversary of its original issuance | |||
Ean Seeb | ||||
Risk-Free Interest | 2.61% | |||
Dividend Yield | 0.00% | |||
Volatility | 150.00% | |||
Expected Life | 10 years | |||
Warrants Amortized | 14,160 | |||
Vesting Terms | Under the terms of the agreement, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These warrants were issued in exchange for his services on the Company’s Board of Directors for 3 years. The warrants may be exercised any time after the issuance through and including the tenth (10th) anniversary of its original issuance. | |||
Sebastian Stant | ||||
Risk-Free Interest | 2.61% | |||
Dividend Yield | 0.00% | |||
Volatility | 150.00% | |||
Expected Life | 10 years | |||
Warrants Amortized | $31,153 | |||
Vesting Terms | Under the terms of the agreement, 250,000 shares shall vest immediately upon the company reaching 250,000 users. An additional 150,000 shares shall vest immediately upon the company reaching 500,000 users. An additional 150,000 shares shall vest immediately upon the company reaching 750,000 users. The warrants were issued in exchange for his services as the Company’s Lead Web Developer for 1 year The warrants may be exercised any time after the issuance through and including the tenth (10th) anniversary of its original issuance. |
11_SIGNIFICANT_EVENTS_Details_
11. SIGNIFICANT EVENTS (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 13 Months Ended | 14 Months Ended | |
Apr. 20, 2015 | Mar. 31, 2015 | Jun. 20, 2017 | 20-May-16 | Aug. 20, 2018 | |
Stock Options Forfeited | 350,000 | ||||
Sale of Stock, Shares | 648,000 | ||||
Sale of Stock, Value | $342,000 | ||||
Shares Issued from Issuable | 1,508,000 | ||||
Investment Banking Relationship Disclosure | On March 3, 2015, MassRoots entered into an investment banking relationship with Chardan Capital Markets, LLC. Under the terms of the agreement, MassRoots shall pay Chardan a non-refundable retainer of 200,000 common shares and pay a commission equal to: (a) an aggregate cash fee equal to four percent (4%) of the gross proceeds received from the sale of the Stock; and (b) an aggregate restricted stock fee equal to eight percent (8.0%) of the aggregate number of shares of Stock sold in the offering. | ||||
Lease Monthly Payment | 0 | 8,584 | 8,288 | 8,880 | |
Vincent Tripp Keber | |||||
Monthly Compensation | 5,000 | ||||
Alan Janis | |||||
Monthly Compensation | 10,833 | ||||
Isaac Dietrich | |||||
Monthly Compensation | 7,500 | ||||
Hyler Fortier | |||||
Monthly Compensation | $5,000 |
12_SUBSEQUENT_EVENTS_Details_N
12. SUBSEQUENT EVENTS (Details Narrative) (USD $) | 3 Months Ended | |||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 18, 2014 | Dec. 31, 2013 | |
Shares Issued | 40,817,000 | 38,909,000 | 38,909,000 | 0 | 36,000,000 | 0 |
Subsequent Event [Member] | ||||||
Restricted Shares issued in offering | 960,933 | |||||
Restricted Share Offering, Price per share | $0.00 | |||||
Restricted Share Offering, Gross Proceeds | $576,200 | |||||
Restricted Share Offering Fees, Value | 20,000 | |||||
Restricted Share Offering, Fees, Stock | 262,560 | |||||
Shares Issued | 3,020,828 | |||||
Shares Issued, Consulting Fees, Shares | 275,000 | |||||
Shares Issued, Consulting Fees, Value | 7,000 | |||||
Warrants Exercised, Shares | 287,500 | |||||
Warrants Exercised, Value | $115,000 |