Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Jan. 23, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | POCKET GAMES INC. | |
Entity Central Index Key | 1591157 | |
Document Type | 10-K | |
Document Period End Date | 31-Oct-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
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 Public Float | $9,890,000 | |
Entity Common Stock, Shares Outstanding | 16,045,400 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
Balance_Sheets
Balance Sheets (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Current assets: | ||
Cash | $430 | $21,458 |
Prepaid expenses | 2,000 | |
Loan origination costs | 2,728 | |
Total current assets | 3,158 | 23,458 |
Deferred costs | 53,055 | |
Total assets | 3,158 | 76,513 |
Current liabilities: | ||
Accounts payable | 27,852 | 13,389 |
Accrued expenses, related parties | 4,071 | 1,540 |
Accrued expenses | 263 | |
Accrued compensation | 150,679 | 19,500 |
Deferred revenues | 8,500 | |
Loans payable, related parties | 15,789 | |
Convertible debenture, net of discount of $41,815 at October 31, 2014 | 6,185 | |
Total current liabilities | 204,839 | 42,929 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
Stockholders' equity (deficit): | ||
Common stock | 1,554 | 660 |
Additional paid-in capital | 2,945,426 | 79,840 |
Subscriptions payable, consisting of 155,400 and -0- shares at October 31, 2014 and 2013, respectively | 10,878 | |
Accumulated (deficit) | -3,159,539 | -46,916 |
Total stockholders' equity (deficit) | -201,681 | 33,584 |
Total liabilities and stockholders' equity (deficit) | 3,158 | 76,513 |
Preferred stock | ||
Stockholders' equity (deficit): | ||
Preferred stock | ||
Series A Preferred Stock | ||
Stockholders' equity (deficit): | ||
Preferred stock |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Convertible debenture/notes payable - short term net of discount | $41,815 | $0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 499,999,999 | 499,000,000 |
Common stock, shares issued | 15,540,000 | 6,600,000 |
Common stock, shares outstanding | 15,540,000 | 6,600,000 |
Subscriptions payable, shares | 10,878 | |
Preferred stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series A Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 1,000 | 0 |
Preferred stock, shares outstanding | 1,000 | 0 |
Statements_of_Operations
Statements of Operations (USD $) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Oct. 31, 2014 | |
Income Statement [Abstract] | ||
Application development revenues, related party | $5,000 | $40,540 |
Cost of revenues | -4,942 | -165,118 |
Gross profit (loss) | 58 | -124,578 |
General and administrative | 1,640 | 25,203 |
Officer compensation | 20,000 | 2,740,000 |
Professional fees | 25,334 | 217,572 |
Total operating expenses | 46,974 | 2,982,775 |
Net operating loss | -46,916 | -3,107,353 |
Interest expense | -5,270 | |
Total operating expenses | -5,270 | |
Loss before provision for income taxes | -46,916 | -3,112,623 |
Provision for income taxes | ||
Net loss | ($46,916) | ($3,112,623) |
Weighted average number of common shares outstanding - basic and fully diluted | 5,748,148 | 13,045,699 |
Net loss per share - basic and fully diluted | ($0.01) | ($0.24) |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (Deficit) (USD $) | Series A Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Subscriptions payable | Subscriptions payable | Subscriptions payable | Subscriptions payable | Accumulated (Deficit) | Accumulated (Deficit) | Accumulated (Deficit) | Accumulated (Deficit) | Stock issued for services, founders | Stock issued for services, related party | Stock issued for services | Total |
Stock issued for services, founders | Stock issued for services, related party | Stock issued for services | Stock issued for services, related party | Stock issued for services | Stock issued for services, founders | Stock issued for services, related party | Stock issued for services | Stock issued for services, founders | Stock issued for services, related party | Stock issued for services | ||||||||||
Beginning balance, value at Oct. 04, 2013 | ||||||||||||||||||||
Common stock issued for services, value | $100 | $500 | $49,900 | $50,000 | $500 | |||||||||||||||
Common stock issued for services, shares | 1,000,000 | 5,000,000 | ||||||||||||||||||
Common stock sold for cash, value | 60 | 29,940 | 30,000 | |||||||||||||||||
Common stock sold for cash, shares | 600,000 | |||||||||||||||||||
Net loss | -46,916 | -46,916 | ||||||||||||||||||
Ending balance, value at Oct. 31, 2013 | 79,840 | -46,916 | 33,584 | |||||||||||||||||
Ending balance, shares at Oct. 31, 2013 | ||||||||||||||||||||
Common stock issued for services, value | 100 | 122 | 49,900 | 60,878 | 2,500,000 | 10,878 | 71,878 | 50,000 | 2,500,000 | |||||||||||
Common stock issued for services, shares | 1,000 | 1,000,000 | 1,220,000 | 146,878 | ||||||||||||||||
Common stock sold for cash, value | 522 | 133,978 | 134,500 | |||||||||||||||||
Common stock sold for cash, shares | 5,220,000 | |||||||||||||||||||
Common stock issued in exchange for intellectual property, value | 150 | 74,850 | 75,000 | |||||||||||||||||
Common stock issued in exchange for intellectual property, shares | 1,500,000 | |||||||||||||||||||
Beneficial conversion feature of convertible debenture | 45,980 | 45,980 | ||||||||||||||||||
Net loss | -3,112,623 | -3,112,623 | ||||||||||||||||||
Ending balance, value at Oct. 31, 2014 | $1,554 | $2,945,426 | $10,878 | ($3,159,539) | ($201,681) | |||||||||||||||
Ending balance, shares at Oct. 31, 2014 | 1,000 | 15,540 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Oct. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($46,916) | ($3,112,623) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of loan origination costs | 272 | |
Shares issued for services, related parties | 2,550,000 | |
Shares issued for services | 4,167 | 146,878 |
Decrease (increase) in assets: | ||
Prepaid expenses | -2,000 | 2,000 |
Deferred costs | 53,055 | |
Increase (decrease) in liabilities: | ||
Accounts payable | 6,167 | 14,463 |
Accrued expenses, related parties | 1,540 | 2,531 |
Accrued expenses | 263 | |
Accrued officer compensation | 20,000 | 131,179 |
Deferred revenues | 8,500 | -8,500 |
Net cash used in operating activities | -8,542 | -216,317 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt issuance costs | -3,000 | |
Proceeds from loans payable, related parties | 15,789 | |
Proceeds from convertible debenture | 48,000 | |
Proceeds from sale of common stock | 30,000 | 134,500 |
Net cash provided by financing activities | 30,000 | 195,289 |
NET CHANGE IN CASH | 21,458 | -21,028 |
CASH AT BEGINNING OF YEAR | 21,458 | |
CASH AT END OF YEAR | 21,458 | 430 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Discount on beneficial conversion feature of convertible debenture | 45,980 | |
Common stock issued to officers paid by reducing accrued salaries | 500 | |
Common stock issued to consultant recorded as a deferred cost | $50,000 |
Note_1_Nature_of_Business_and_
Note 1 - Nature of Business and Significant Accounting Policies | 12 Months Ended | ||
Oct. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Note 1 - Nature of Business and Significant Accounting Policies | Note 1 - Nature of Business and Significant Accounting Policies | ||
Nature of Business | |||
Pocket Games, Inc. (the “Company”) was incorporated on October 4, 2013 (“Inception”) under the laws of the State of Florida. The Company is engaged in the development, marketing and sale of interactive games for mobile devices, tablets and computers. The Company has limited customers and products and revenues to date. | |||
The Company has adopted a fiscal year end of October 31. | |||
Reclassifications | |||
In the current year, the Company separately classified officer compensation and professional fees from general and administrative expenses, and presented the cost of revenues as a deduction against revenues to derive the gross profit (loss), in the statements of operations. For comparative purposes, amounts in prior periods have been reclassified to conform to current year presentation. | |||
JOBS Act | |||
The Company is an “emerging growth company” as defined in the recently-enacted JOBS Act, and is eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not “emerging growth companies.” As an “emerging growth company” under the JOBS Act, the Company is permitted to, and intends to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies. | |||
Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company effective dates. | |||
The Company will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which the Company has, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which the Company is deemed a “large accelerated filer” as defined under the federal securities laws. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the financial statements include the valuation of stock based compensation and deferred tax assets. | |||
Segment Reporting | |||
Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. | |||
Fair Value of Financial Instruments | |||
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued interest reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company also had debt instruments that required fair value measurement on a recurring basis. | |||
Foreign Currency Transactions | |||
The Company translates foreign currency transactions to the Company's functional currency (United States Dollar), at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. | |||
Cash and Cash Equivalents | |||
Cash and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months or less. There were no cash equivalents at October 31, 2014 and 2013. | |||
Accounts Receivable and Allowance for Doubtful Accounts | |||
Accounts receivable may result from our product sales or outsourced application development services. Management must make estimates of the uncollectability of accounts receivables. Management specifically analyzed customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. | |||
Beneficial Conversion Features | |||
From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. | |||
Revenue Recognition | |||
The Company generates revenue from three sources; sale of game applications, sale of advertising provided with games, and outsourced application development services. The Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured, which is typically after receipt of payment and delivery, net of any credit card charge-backs and refunds. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenues on advertising are deferred and recognized ratably over the advertising period. | |||
Revenue from October 4, 2013 (Inception) through October 31, 2014, includes only outsourced application development services recognized in accordance with ASC 605-28 "Milestone Method". The application development revenue, totaling $45,540, as amended (see Note 4), has been earned upon attainment of stipulated milestones through October 31, 2014 pursuant to a contract with an entity related to an officer of the Company. The officer is an owner and a director on the customer's Board. The Company may bill for these services prior to attainment of the performance milestones. Revenues recognized under this arrangement for the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013 were $40,540 and $5,000, respectively, all of which were from a related party. Receipts in excess of revenue earned as of the balance sheet date shall be included in deferred revenue. Deferred revenues from the Milestone Method were $-0- and $8,500 at October 31, 2014 and October 31, 2013, respectively. | |||
Concentration of Revenue | |||
All the revenue included in the accompanying financial statements is from one line of business, outsourced application development services, from a single related party customer, based in the United Kingdom. | |||
Software Development Costs | |||
Costs incurred in connection with the development of software products are accounted for in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market but may be expensed if the Company is in the development stage. Amortization of capitalized software development costs begins upon initial product shipment. Capitalized software development costs are amortized over the estimated life of the related product (generally thirty-six months), using the straight-line method. The Company evaluates its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such software assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the software asset. During the year ended October 31, 2014 and the period from October 4, 2013 (inception) to October 31, 2013, the Company did not capitalize any software development costs. | |||
Website Development Costs | |||
The Company accounts for website development costs in accordance with ASC 350-50, “Accounting for Website Development Costs” (“ASC 350-50”), wherein website development costs are segregated into three activities: | |||
1) | Initial stage (planning), whereby the related costs are expensed. | ||
2) | Development (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. | ||
3) | Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. | ||
The Company has not capitalized any website development costs during the year ended October 31, 2014 or the period from October 4, 2013 (Inception) to October 31, 2013. | |||
Advertising and Promotion | |||
All costs associated with advertising and promoting products are expensed as incurred. | |||
Development Costs | |||
Expenditures for product development costs are expensed as incurred. The Company has expensed development costs of $165,118 and $4,942 during the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013, respectively, which has been presented as a cost of revenues in the Company’s statements of operations. | |||
Income Taxes | |||
The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. | |||
The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a "more-likely-than-not" threshold. As of October 31, 2014, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements. | |||
Basic and Diluted Loss Per Share | |||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. | |||
Stock-Based Compensation | |||
Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company recognized $2,696,878 and $50,500 for services and compensation for the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013, respectively, of which $46,333 of the $50,500 of shares issued during the period from October 4, 2013 (Inception) to October 31, 2013 was deferred and expensed during the year ended October 31, 2014. | |||
Recent Accounting Pronouncements | |||
In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. | |||
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company elected the early adoption of ASU 2014-10 with these financial statements for the year ended October 31, 2014, which has not had a material impact on our financial position or results of operations. | |||
In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on our financial position or results of operations. |
Note_2_Going_Concern
Note 2 - Going Concern | 12 Months Ended |
Oct. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 2 - Going Concern | Note 2 - Going Concern |
As shown in the accompanying financial statements, the Company has incurred continuous losses from operations, had an accumulated deficit of $3,159,539, used net cash from operations since inception, negative working capital, has cash on hand of $430 as of October 31, 2014, and has generated minimal revenues to date, all of which are from a related party. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations through debt or equity investments, including loans from Officers and Directors. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. | |
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note_3_Fair_Value_of_Financial
Note 3 - Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | |||||||||||||
Investments, All Other Investments [Abstract] | |||||||||||||
Note 3 - Fair Value of Financial Instruments | Note 3 – Fair Value of Financial Instruments | ||||||||||||
Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. | |||||||||||||
The Company has convertible notes that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: | |||||||||||||
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||||||
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |||||||||||||
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. | |||||||||||||
The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of October 31, 2014 and 2013, respectively: | |||||||||||||
Fair Value Measurements at October 31, 2014 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 430 | $ | — | $ | — | |||||||
Total assets | 430 | — | — | ||||||||||
Liabilities | |||||||||||||
Loans payable, related parties | — | 15,789 | — | ||||||||||
Convertible debenture, net of discount of $41,815 | — | 6,185 | — | ||||||||||
Total liabilities | — | 21,974 | — | ||||||||||
$ | 430 | $ | (21,974 | ) | $ | — | |||||||
Fair Value Measurements at October 31, 2013 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 21,458 | $ | — | $ | — | |||||||
Total assets | 21,458 | — | — | ||||||||||
Liabilities | |||||||||||||
None | — | — | — | ||||||||||
Total liabilities | — | — | — | ||||||||||
$ | 21,458 | $ | — | $ | — | ||||||||
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013. | |||||||||||||
Level 2 liabilities consist of short term unsecured loans payable to related parties and a convertible debenture. No fair value adjustment was necessary during the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013. |
Note_4_Related_Party_Transacti
Note 4 - Related Party Transactions | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Note 4 - Related Party Transactions | Note 5 – Loans Payable, Related Parties | ||||||||
Loans payable, related parties, consists of the following at October 31, 2014 and October 31, 2013, respectively: | |||||||||
October 31, | October 31, | ||||||||
2014 | 2013 | ||||||||
12% unsecured promissory note, bearing interest at 12% per annum from a related party, one of the Company’s Directors and Treasurer, maturing on December 31, 2014. | $ | 15,306 | $ | — | |||||
$ | 15,306 | $ | — | ||||||
The Company recognized interest expense of $570 and $-0- during the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013, respectively. No interest has been paid to date. |
Note_5_Loans_Payable_Related_P
Note 5 - Loans Payable, Related Parties | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Note 5 - Loans Payable, Related Parties | Note 5 – Loans Payable, Related Parties | ||||||||
Loans payable, related parties, consists of the following at October 31, 2014 and October 31, 2013, respectively: | |||||||||
October 31, | October 31, | ||||||||
2014 | 2013 | ||||||||
12% unsecured promissory note, bearing interest at 12% per annum from a related party, one of the Company’s Directors and Treasurer, maturing on December 31, 2014. | $ | 15,306 | $ | — | |||||
$ | 15,306 | $ | — | ||||||
The Company recognized interest expense of $570 and $-0- during the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013, respectively. No interest has been paid to date. |
Note_6_Convertible_Debenture
Note 6 - Convertible Debenture | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Note 6 - Convertible Debenture | Note 6 – Convertible Debenture | ||||||||
Convertible debentures consist of the following at October 31, 2014 and 2013, respectively: | |||||||||
October 31, | October 31, | ||||||||
2014 | 2013 | ||||||||
Originated October 6, 2014, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on July 9, 2015 (“First KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. | $ | 48,000 | $ | — | |||||
Less: unamortized discount on beneficial conversion feature | (41,815 | ) | — | ||||||
Convertible debenture | 6,185 | — | |||||||
Less: current maturities of convertible debenture | (6,185 | ) | — | ||||||
Long term convertible debenture | $ | — | $ | — | |||||
The Company recognized interest expense in the amount of $263 and $-0- for the year ended October 31, 2014 and the period from October 4, 2013 (inception) to October 31, 2013, respectively related to the convertible debenture. | |||||||||
In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible debts by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. | |||||||||
The aforementioned accounting treatment resulted in a total debt discount equal to $45,980 for the year ended October 31, 2014. The discount is amortized on a straight line basis, which approximated the effective interest method due to the short term duration of the note, from the dates of issuance until the stated redemption date of the debts, as noted above. | |||||||||
The convertible debenture, consisting of total original face values of $48,000 from KBM Worldwide, Inc., that created the beneficial conversion feature carry default provisions that place a “maximum share amount” on the note holders that can be owned as a result of the conversions to common stock by the note holders is 4.99% of the issued and outstanding shares of Pocket Games. | |||||||||
During the year ended October 31, 2014, the Company recorded debt amortization expense in the amount of $4,165 attributed to the aforementioned debt discount. | |||||||||
KBM Worldwide, Inc. Convertible Note | |||||||||
On October 6, 2014, we entered into a Securities Purchase Agreement with KBM Worldwide, Inc. (“KBM”), pursuant to which we sold to KBM an 8% Convertible Promissory Note in the original principal amount of $48,000. The First KBM Note has a maturity date of July 9, 2015, and is convertible into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The “Variable Conversion Price” shall mean 58% multiplied by the Market Price (representing a discount rate of 42%). “Market Price” means the average of the lowest three (3) Closing Bid Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Fixed Conversion Price” shall mean $0.00005 per share. The shares of common stock issuable upon conversion of the First KBM Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the First KBM Note is exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser is an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. | |||||||||
The Company evaluated the First KBM Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability as the Company has obtained authorization from a majority of shareholders such that should conversion occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount resulting from the conversion price of $0.0328 below the market price on October 6, 2014 of $0.067 provided a value of $45,980, of which $4,165 and $-0- was amortized during the year ended October 31, 2014 and the period from October 4, 2013 (inception) to October 31, 2013, respectively. |
Note_7_Changes_in_Stockholders
Note 7 - Changes in Stockholdersb Equity (Deficit) | 12 Months Ended | ||
Oct. 31, 2014 | |||
Equity [Abstract] | |||
Note 7 - Changes in Stockholdersb Equity (Deficit) | Note 7 – Changes in Stockholders’ Equity (Deficit) | ||
Authorized Shares, Preferred Stock | |||
The Company is also authorized to issue 1,000,000 shares of its preferred stock. On April 25, 2014, the Company designated (the “Designation”) a series of our preferred stock as Series A Preferred Stock, (“Series A Preferred Stock”) and issued 1,000 shares of the Series A Preferred Stock to its chief executive officer and sole director. | |||
As a result of the Designation: | |||
· | The Company is authorized to issue 1,000 shares of Series A Preferred Stock; | ||
· | Holders of the A Preferred Stock will not be entitled to receive dividends; | ||
· | The holders of the Series A Preferred Stock then outstanding shall not be entitled to receive any distribution of Company assets; | ||
· | The Series A Preferred Stock will not be convertible into shares of the Company’s common stock. | ||
· | The holders of the Series A Preferred Stock shall have the following voting rights: | ||
(i) | To vote together with the holders of the Common Stock as a single class on all matter submitted for a vote of holders of Common Stock; | ||
(ii) | Each one (1) share of Series A Preferred Stock shall have voting rights equal to 50,000 shares of our Common Stock, providing for the holder of the Series A Preferred Stock to have aggregate voting rights equal to 50,000,000 shares of our Common Stock; | ||
(iii) | The holder of the Series A Preferred Stock shall be entitled to receive notice of any stockholders’ meeting in accordance with the Articles of Incorporation and By-laws of the Company. | ||
(iv) | So long as any shares of Series A Preferred Stock remain outstanding, we will not, without the written consent or affirmative vote of the holders of 100% of the outstanding shares of the Series A Preferred Stock, (i) amend, alter, waive or repeal, whether by merger consolidation, combination, reclassification or otherwise, the Articles of Incorporation, including this Certificate of Designation, or our By-laws or any provisions thereof (including the adoption of a new provision thereof), (ii) create, authorize or issue any class, series or shares of Preferred Stock or any other class of capital stock. The vote of the holders of at least one-hundred percent of the outstanding Series A Stock, voting separately as one class, shall be necessary to adopt any alteration, amendment or repeal of any provisions of this Resolution, in addition to any other vote of stockholders required by law. | ||
Preferred Stock Issuances, for the Year Ended October 31, 2014 | |||
On April 25, 2014, the Company issued 1,000 shares of Series A Preferred Stock to its chief executive officer and sole director as a bonus for services provided. The fair value of the common stock was $2,500,000 based on recent sales prices of the Company’s common stock on the date of grant due to the Company’s stock having not yet traded on a public exchange, as multiplied by the super voting rights of 50:1 to the common stock, which was sold to independent third parties at $0.05 per share. | |||
Authorized Shares, Common Stock | |||
The Company is authorized to issue 499,000,000 shares of $0.0001 par value common stock. As of October 31, 2014, 15,540,000 shares were issued and outstanding. | |||
Common Stock Issuances, for the Period Ending October 31, 2013 | |||
On October 4, 2013, the Company issued 5,000,000 shares of common stock amongst the two directors of the Company. The par value of $500 was paid by reducing accrued salaries due to these officers in lieu of cash. | |||
On October 15, 2013, the Company issued 1,000,000 shares of common stock to a consultant for services to be provided pursuant to a six month agreement. The total fair value of the common stock was $50,000, or $0.05 per share, based on recent sales prices of the Company’s common stock on the date of grant. The $50,000 value was recorded as deferred costs and was recognized as consulting expense pro rata over the six month term. | |||
On various dates between October 22, 2013 and October 28, 2013, the Company sold a total of 600,000 shares of common stock at $0.05 per share amongst three individuals, resulting in total proceeds of $30,000. | |||
Common Stock Issuances, for the Year Ended October 31, 2014 | |||
On various dates between November 4, 2013 and November 6, 2013, the Company sold a total of 1,500,000 shares of common stock at $0.004 per share amongst three individuals, resulting in total proceeds of $6,000. | |||
On various dates between November 6, 2013 and November 11, 2013, the Company sold a total of 500,000 shares of common stock at $0.05 per share amongst three individuals, resulting in total proceeds of $25,000. | |||
On various dates between November 15, 2013 and December 5, 2013, the Company sold a total of 1,100,000 shares of common stock at $0.025 per share amongst five individuals, resulting in total proceeds of $27,500. | |||
On December 12, 2013, the Company issued 200,000 vested common shares to an attorney for legal services. The fair value of the common stock was $10,000 based on recent sales prices of the Company’s common stock on the date of grant. | |||
On December 15, 2013, the Company issued 1,000,000 shares of common stock to an officer of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $50,000 based on recent sales prices of the Company’s common stock on the date of grant, and was paid ratably against accrued compensation over the subsequent six month period. | |||
On various dates between February 21, 2014 and March 24, 2014, the Company sold a total of 1,120,000 shares of common stock at $0.05 per share amongst nine individuals, resulting in total proceeds of $56,000. | |||
On various dates between March 11, 2014 and March 17, 2014, the Company sold a total of 1,000,000 shares of common stock at $0.02 per share amongst four individuals, resulting in total proceeds of $20,000. | |||
On May 1, 2014, the Company granted 300,000 shares of common stock pursuant to an agreement with a consultant to provide services from May 1, 2014 through June 30, 2014. The fair value of the common stock was $15,000 based on recent sales prices of the Company’s common stock on the date of grant. The shares were subsequently issued on September 17, 2014. | |||
On May 8, 2014, the Company issued 600,000 shares of common stock pursuant to an agreement with our transfer agent to provide DTC advisory services. The fair value of the common stock was $30,000 based on recent sales prices of the Company’s common stock on the date of grant. | |||
On May 14, 2014, the Company issued 1,500,000 shares of common stock for the purchase of Intellectual Property pursuant to a Purchase Agreement. The fair value of the common stock was $75,000 based on recent sales prices of the Company’s common stock on the date of grant. The Intellectual Property, consisting of the fair value of the common stock, along with a cash payment of $20,000, was subsequently impaired and expensed as Development Costs within the Statement of Operations. | |||
On June 11, 2014, the Company issued 120,000 vested common shares to an attorney for legal services. The fair value of the common stock was $6,000 based on recent sales prices of the Company’s common stock on the date of grant. | |||
Subscriptions Payable, for the Year Ended October 31, 2014 | |||
On October 28, 2014, the Company granted 155,400 shares of common stock pursuant to an agreement with our SEC attorney to provide legal services. The fair value of the common stock was $10,878 based on the closing price of the Company’s common stock on the date of grant. The shares were presented as Subscriptions Payable in the accompanying Balance Sheet and subsequently issued on November 6, 2014. | |||
Beneficial Conversion Feature | |||
On October 6, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. The beneficial conversion feature discount resulting from the conversion price that was $0.0328 below the market price of $0.067 on the October 6, 2014 origination date resulted in a debt discount value of $45,980 that was recognized as additional paid in capital and is being amortized on a straight line basis over the life of the loan. |
Note_8_Commitments_and_Conting
Note 8 - Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 8 - Commitments and Contingencies | Note 8 – Commitments and Contingencies |
Intellectual Property Purchase Agreement | |
On February 12, 2014, the Company entered into an Intellectual Property Purchase Agreement, whereby the Company purchased from the seller a certain software game application. Subject to the terms and conditions of this Agreement, the Company issued to the seller 1,500,000 shares of common shares. Additionally, the Company agreed to pay to the Seller the cost for development and modification of $40,000, of which $35,966 was paid during the year ended October 31, 2014 and is included in cost of revenues in the accompanying statement of operations, and the remaining balance of $4,034 was accrued in accounts payable and subsequently paid prior to January 6, 2015. The costs were incurred prior to the establishment of technological feasibility and, as such, were charged to research and development expense and presented within costs of revenues in the statement of operations. | |
Professional Services Agreement | |
On October 28, 2014, the Company entered into an Agreement with John D. Thomas, P.C., whereby the Company engaged Mr. Thomas to prepare the Company’s Form 10-K for the year ended October 31, 2014 for $3,000 and their quarterly form 10-Qs for a fee of $2,000 per quarter in cash, along with one percent (1%) of the Company’s issued and outstanding common stock, which represented 155,400 shares with a fair value of $10,878 based on the closing price of the Company’s common stock on the date of grant, and was subsequently issued on November 6, 2014. Subject to the terms and conditions of this Agreement, if the Company continues to use Mr. Thomas’ services for another year the Company will be required to gross up the previously issued shares to one percent (1%) of the Company’s issued and outstanding common stock as of October 31, 2015. |
Note_9_Income_Taxes
Note 9 - Income Taxes | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Note 9 - Income Taxes | Note 9 – Income Taxes | ||||||||
The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. | |||||||||
For the year ended October 31, 2014 and the period for October 4, 2013 (inception) to October 31, 2013, the Company incurred a net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At October 31, 2014, the Company had approximately $281,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2028. | |||||||||
The components of the Company’s deferred tax asset are as follows: | |||||||||
October 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 98,350 | $ | 31,500 | |||||
Net deferred tax assets before valuation allowance | $ | 98,350 | $ | 31,500 | |||||
Less: Valuation allowance | (98,350 | ) | (31,500 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at October 31, 2014 and 2013, respectively. | |||||||||
A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: | |||||||||
October 31, | |||||||||
2014 | 2013 | ||||||||
Federal and state statutory rate | 35 | % | 35 | % | |||||
Change in valuation allowance on deferred tax assets | (35 | %) | (35 | %) | |||||
In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Note_10_Subsequent_Events
Note 10 - Subsequent Events | 12 Months Ended |
Oct. 31, 2014 | |
Subsequent Events [Abstract] | |
Note 10 - Subsequent Events | Note 10 – Subsequent Events |
Convertible Notes | |
On November 17, 2014, the Company sold an unsecured $43,000 convertible promissory note, which carries an 8% interest rate and matures on August 11, 2015 (“Second KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. | |
On December 10, 2014, the Company sold an unsecured $33,000 convertible promissory note, which carries an 8% interest rate and matures on September 12, 2015 (“Third KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. | |
Common Stock Issuances | |
On November 6, 2014, the Company issued 350,000 shares of common shares to a consultant as payment for services. The fair value of the common stock was $29,750 based on recent sales prices of the Company’s common stock on the date of grant. | |
On November 6, 2014, the Company issued 155,400 shares of common stock in satisfaction of the Subscriptions Payable related to the common stock granted for services on October 28, 2014. |
Note_1_Nature_of_Business_and_1
Note 1 - Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended | ||
Oct. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Nature of Business | Nature of Business | ||
Pocket Games, Inc. (the “Company”) was incorporated on October 4, 2013 (“Inception”) under the laws of the State of Florida. The Company is engaged in the development, marketing and sale of interactive games for mobile devices, tablets and computers. The Company has limited customers and products and revenues to date. | |||
The Company has adopted a fiscal year end of October 31. | |||
Reclassifications | Reclassifications | ||
In the current year, the Company separately classified officer compensation and professional fees from general and administrative expenses, and presented the cost of revenues as a deduction against revenues to derive the gross profit (loss), in the statements of operations. For comparative purposes, amounts in prior periods have been reclassified to conform to current year presentation. | |||
JOBS Act | JOBS Act | ||
The Company is an “emerging growth company” as defined in the recently-enacted JOBS Act, and is eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not “emerging growth companies.” As an “emerging growth company” under the JOBS Act, the Company is permitted to, and intends to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies. | |||
Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company effective dates. | |||
The Company will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which the Company has, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which the Company is deemed a “large accelerated filer” as defined under the federal securities laws. | |||
Use of Estimates | Use of Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the financial statements include the valuation of stock based compensation and deferred tax assets. | |||
Segment Reporting | Segment Reporting | ||
Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued interest reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company also had debt instruments that required fair value measurement on a recurring basis. | |||
Foreign Currency Transactions | Foreign Currency Transactions | ||
The Company translates foreign currency transactions to the Company's functional currency (United States Dollar), at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
Cash and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months or less. There were no cash equivalents at October 31, 2014 and 2013. | |||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | ||
Accounts receivable may result from our product sales or outsourced application development services. Management must make estimates of the uncollectability of accounts receivables. Management specifically analyzed customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. | |||
Beneficial Conversion Features | Beneficial Conversion Features | ||
From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. | |||
Revenue Recognition | Revenue Recognition | ||
The Company generates revenue from three sources; sale of game applications, sale of advertising provided with games, and outsourced application development services. The Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured, which is typically after receipt of payment and delivery, net of any credit card charge-backs and refunds. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenues on advertising are deferred and recognized ratably over the advertising period. | |||
Revenue from October 4, 2013 (Inception) through October 31, 2014, includes only outsourced application development services recognized in accordance with ASC 605-28 "Milestone Method". The application development revenue, totaling $45,540, as amended (see Note 4), has been earned upon attainment of stipulated milestones through October 31, 2014 pursuant to a contract with an entity related to an officer of the Company. The officer is an owner and a director on the customer's Board. The Company may bill for these services prior to attainment of the performance milestones. Revenues recognized under this arrangement for the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013 were $40,540 and $5,000, respectively, all of which were from a related party. Receipts in excess of revenue earned as of the balance sheet date shall be included in deferred revenue. Deferred revenues from the Milestone Method were $-0- and $8,500 at October 31, 2014 and October 31, 2013, respectively. | |||
Concentration of Revenue | Concentration of Revenue | ||
All the revenue included in the accompanying financial statements is from one line of business, outsourced application development services, from a single related party customer, based in the United Kingdom. | |||
Software Development Costs | Software Development Costs | ||
Costs incurred in connection with the development of software products are accounted for in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market but may be expensed if the Company is in the development stage. Amortization of capitalized software development costs begins upon initial product shipment. Capitalized software development costs are amortized over the estimated life of the related product (generally thirty-six months), using the straight-line method. The Company evaluates its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such software assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the software asset. During the year ended October 31, 2014 and the period from October 4, 2013 (inception) to October 31, 2013, the Company did not capitalize any software development costs. | |||
Website Development Costs | Website Development Costs | ||
The Company accounts for website development costs in accordance with ASC 350-50, “Accounting for Website Development Costs” (“ASC 350-50”), wherein website development costs are segregated into three activities: | |||
1) | Initial stage (planning), whereby the related costs are expensed. | ||
2) | Development (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. | ||
3) | Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. | ||
The Company has not capitalized any website development costs during the year ended October 31, 2014 or the period from October 4, 2013 (Inception) to October 31, 2013. | |||
Advertising and Promotion | Advertising and Promotion | ||
All costs associated with advertising and promoting products are expensed as incurred. | |||
Development Costs | Development Costs | ||
Expenditures for product development costs are expensed as incurred. The Company has expensed development costs of $165,118 and $4,942 during the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013, respectively, which has been presented as a cost of revenues in the Company’s statements of operations. | |||
Income Taxes | Income Taxes | ||
The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. | |||
The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a "more-likely-than-not" threshold. As of October 31, 2014, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements. | |||
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share | ||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure. | |||
Stock-Based Compensation | Stock-Based Compensation | ||
Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company recognized $2,696,878 and $50,500 for services and compensation for the year ended October 31, 2014 and the period from October 4, 2013 (Inception) to October 31, 2013, respectively, of which $46,333 of the $50,500 of shares issued during the period from October 4, 2013 (Inception) to October 31, 2013 was deferred and expensed during the year ended October 31, 2014. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||
In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations. | |||
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company elected the early adoption of ASU 2014-10 with these financial statements for the year ended October 31, 2014, which has not had a material impact on our financial position or results of operations. | |||
In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on our financial position or results of operations. |
Note_3_Fair_Value_of_Financial1
Note 3 - Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||
Oct. 31, 2014 | |||||||||||||
Investments, All Other Investments [Abstract] | |||||||||||||
Schedule of Fair Value of Financial Instruments | Fair Value Measurements at October 31, 2014 | ||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 430 | $ | — | $ | — | |||||||
Total assets | 430 | — | — | ||||||||||
Liabilities | |||||||||||||
Loans payable, related parties | — | 15,789 | — | ||||||||||
Convertible debenture, net of discount of $41,815 | — | 6,185 | — | ||||||||||
Total liabilities | — | 21,974 | — | ||||||||||
$ | 430 | $ | (21,974 | ) | $ | — | |||||||
Fair Value Measurements at October 31, 2013 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 21,458 | $ | — | $ | — | |||||||
Total assets | 21,458 | — | — | ||||||||||
Liabilities | |||||||||||||
None | — | — | — | ||||||||||
Total liabilities | — | — | — | ||||||||||
$ | 21,458 | $ | — | $ | — | ||||||||
Note_5_Loans_Payable_Related_P1
Note 5 - Loans Payable, Related Parties (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Loans payable, related parties | October 31, | October 31, | |||||||
2014 | 2013 | ||||||||
12% unsecured promissory note, bearing interest at 12% per annum from a related party, one of the Company’s Directors and Treasurer, maturing on December 31, 2014. | $ | 15,306 | $ | — | |||||
$ | 15,306 | $ | — |
Note_6_Convertible_Debenture_T
Note 6 - Convertible Debenture (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Convertible debentures | October 31, | October 31, | |||||||
2014 | 2013 | ||||||||
Originated October 6, 2014, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on July 9, 2015 (“First KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. | $ | 48,000 | $ | — | |||||
Less: unamortized discount on beneficial conversion feature | (41,815 | ) | — | ||||||
Convertible debenture | 6,185 | — | |||||||
Less: current maturities of convertible debenture | (6,185 | ) | — | ||||||
Long term convertible debenture | $ | — | $ | — |
Note_9_Income_Taxes_Tables
Note 9 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Company's deferred tax asset | October 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 98,350 | $ | 31,500 | |||||
Net deferred tax assets before valuation allowance | $ | 98,350 | $ | 31,500 | |||||
Less: Valuation allowance | (98,350 | ) | (31,500 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Reconciliation between the amounts of income tax benefit | October 31, | ||||||||
2014 | 2013 | ||||||||
Federal and state statutory rate | 35 | % | 35 | % | |||||
Change in valuation allowance on deferred tax assets | (35 | %) | (35 | %) |
Note_3_Fair_Value_of_Financial2
Note 3 - Fair Value of Financial Instruments - Valuation of financial instruments at fair value (Details) (USD $) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Assets | ||
Cash | $430 | $21,458 |
Liabilities | ||
Convertible debenture, net of discount | 6,185 | |
Level 1 | ||
Assets | ||
Cash | 430 | |
Total assets | 430 | |
Liabilities | ||
Loans payable, related parties | 15,789 | |
Convertible debenture, net of discount | 6,185 | |
Total liabilities | 21,974 | |
Level 2 | ||
Assets | ||
Cash | 21,458 | |
Total assets | 21,458 | |
Liabilities | ||
Loans payable, related parties | ||
Convertible debenture, net of discount | ||
Total liabilities | 21,458 | |
Level 3 | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Loans payable, related parties | ||
Convertible debenture, net of discount | ||
Total liabilities |
Note_6_Convertible_Debenture_C
Note 6 - Convertible Debenture - Convertible debentures (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Debt Disclosure [Abstract] | ||
Convertible promissory note | $48,000 | |
Less: unamortized discount on beneficial conversion feature | -41,815 | |
Convertible debenture | 6,185 | |
Less: current maturities of convertible debenture | -6,185 | |
Long term convertible debenture |
Note_9_Income_Taxes_Companys_d
Note 9 - Income Taxes - Company's deferred tax asset (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carryforwards | $98,350 | $98,350 |
Net deferred tax assets before valuation allowance | 98,350 | 31,500 |
Less: Valuation allowance | -98,350 | -31,500 |
Net deferred tax assets |
Note_9_Income_Taxes_Reconcilia
Note 9 - Income Taxes - Reconciliation between the amounts of income tax benefit (Details) (USD $) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Oct. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal and state statutory rate | $35 | $35 |
Change in valuation allowance on deferred tax assets | ($35) | ($35) |
Note_1_Nature_of_Business_and_2
Note 1 - Nature of Business and Significant Accounting Policies (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 13 Months Ended |
Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2014 | |
Accounting Policies [Abstract] | |||
Recognition of Deferred Revenue | $9,490 | $40,540 | $45,540 |
Deferred revenue | 8,500 | ||
Development costs | 4,942 | 165,118 | |
Share-based compensation | 50,500 | 2,696,878 | |
Share-based compensation deferred | $46,333 |
Note_2_Going_Concern_Details_N
Note 2 - Going Concern (Details Narrative) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $3,159,539 | |
Cash | $430 | $21,458 |
Note_3_Fair_Value_of_Financial3
Note 3 - Fair Value of Financial Instruments (Details Narrative) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Investments, All Other Investments [Abstract] | ||
Convertible debenture/notes payable - short term net of discount | $41,815 | $0 |
Note_4_Related_Party_Transacti1
Note 4 - Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | Jan. 31, 2014 | Apr. 30, 2014 | |
Promissory note, interest rate | 12.00% | |||
Accrued rent, Current | $3,500 | $500 | ||
Unsecured Loans | ||||
Promissory note, interest rate | 12.00% | |||
Common Stock | ||||
Shares issued, Shares | 1,000,000 | 1,000,000 | ||
Share issued, Value | 500 | 50,000 | ||
Series A Preferred Stock | ||||
Shares issued, Shares | 1,000 | |||
Share issued, Value | 2,500,000 | |||
Revenues | ||||
Revenues | 40,540 | 5,000 | ||
Employment Contracts | ||||
Accrued officer compensation | $150,679 | $19,500 |
Note_5_Loans_Payable_Related_P2
Note 5 - Loans Payable, Related Parties (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Oct. 31, 2014 | |
Related Party Transactions [Abstract] | ||
Promissory note, interest rate | 12.00% | |
Interest expense | $0 | $570 |
Note_6_Convertible_Debenture_D
Note 6 - Convertible Debenture (Details Narrative) (USD $) (USD $) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Oct. 31, 2014 | |
Interest expense | ($5,270) | |
Debt discount | 45,980 | |
Convertible debenture original value | 48,000 | |
Convertible Debenture | ||
Interest expense | 263 | |
Debt discount | 45,980 | |
Convertible debenture original value | 48,000 | |
Maximum share amount | 4.99% | |
Debt amortization expense | $4,165 | |
Terms of conversion | On October 6, 2014, we entered into a Securities Purchase Agreement with KBM Worldwide, Inc. (“KBM”), pursuant to which we sold to KBM an 8% Convertible Promissory Note in the original principal amount of $48,000. The First KBM Note has a maturity date of July 9, 2015, and is convertible into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The “Variable Conversion Price” shall mean 58% multiplied by the Market Price (representing a discount rate of 42%). “Market Price” means the average of the lowest three (3) Closing Bid Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Fixed Conversion Price” shall mean $0.00005 per share. The shares of common stock issuable upon conversion of the First KBM Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the First KBM Note is exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser is an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. |
Note_7_Changes_in_Stockholders1
Note 7 - Changes in Stockholders' Equity (Deficit) (Details Narrative) (USD $) (USD $) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2014 | |||
Common stock, par value | $0.00 | $0.00 | $0.00 | ||
Common stock, shares authorized | 499,000,000 | 499,000,000 | 499,999,999 | ||
Common stock, shares issued | 6,600,000 | 6,600,000 | 15,540,000 | ||
Common stock, shares outstanding | 6,600,000 | 6,600,000 | 15,540,000 | ||
Stock issued for services, shares | 4,167 | 146,878 | |||
Stock issued for services, value | $2,500,000 | ||||
Stock issued for cash, value | 30,000 | 134,500 | |||
Debt discount | -41,815 | ||||
Preferred Stock April 25, 2014 | |||||
Preferred stock, par value | $1,000,000 | ||||
Preferred stock, shares issued | 1,000 | ||||
Series A Preferred Stock terms | As a result of the Designation: | ||||
· | The Company is authorized to issue 1,000 shares of Series A Preferred Stock; | ||||
· | Holders of the A Preferred Stock will not be entitled to receive dividends; | ||||
· | The holders of the Series A Preferred Stock then outstanding shall not be entitled to receive any distribution of Company assets; | ||||
· | The Series A Preferred Stock will not be convertible into shares of the Company’s common stock. | ||||
· | The holders of the Series A Preferred Stock shall have the following voting rights: | ||||
(i) | To vote together with the holders of the Common Stock as a single class on all matter submitted for a vote of holders of Common Stock; | ||||
(ii) | Each one (1) share of Series A Preferred Stock shall have voting rights equal to 50,000 shares of our Common Stock, providing for the holder of the Series A Preferred Stock to have aggregate voting rights equal to 50,000,000 shares of our Common Stock; | ||||
(iii) | The holder of the Series A Preferred Stock shall be entitled to receive notice of any stockholders’ meeting in accordance with the Articles of Incorporation and By-laws of the Company. | ||||
(iv) | So long as any shares of Series A Preferred Stock remain outstanding, we will not, without the written consent or affirmative vote of the holders of 100% of the outstanding shares of the Series A Preferred Stock, (i) amend, alter, waive or repeal, whether by merger consolidation, combination, reclassification or otherwise, the Articles of Incorporation, including this Certificate of Designation, or our By-laws or any provisions thereof (including the adoption of a new provision thereof), (ii) create, authorize or issue any class, series or shares of Preferred Stock or any other class of capital stock. The vote of the holders of at least one-hundred percent of the outstanding Series A Stock, voting separately as one class, shall be necessary to adopt any alteration, amendment or repeal of any provisions of this Resolution, in addition to any other vote of stockholders required by law. | ||||
Common Stock October 4, 2014 | |||||
Common stock, par value | $0.00 | ||||
Common stock, shares authorized | 499,000,000 | ||||
Common stock, shares issued | 15,540,000 | ||||
Common stock, shares outstanding | 15,540,000 | ||||
Common Stock October 15, 2014 | |||||
Stock issued for services, shares | 1,000,000 | ||||
Stock issued for services, value | 50,000 | ||||
Common Stock issued between November 4, 2013 and November 6, 2013 | |||||
Stock sold, shares | 1,500,000 | ||||
Stock sold, per share price | $0.00 | ||||
Proceeds from stock sold | 6,000 | ||||
Common Stock sold between October 22, 2013 and October 28, 2013 | |||||
Stock sold, shares | 600,000 | ||||
Stock sold, per share price | $0.05 | ||||
Proceeds from stock sold | 30,000 | ||||
Common Stock sold between November 6, 2013 and November 11, 2013 | |||||
Stock sold, shares | 500,000 | ||||
Stock sold, per share price | $0.05 | ||||
Proceeds from stock sold | 25,000 | ||||
Common Stock sold between November 15, 2013 and December 5, 2013 | |||||
Stock sold, shares | 1,100,000 | ||||
Stock sold, per share price | $0.03 | ||||
Proceeds from stock sold | 27,500 | ||||
Common Stock issued December 12, 2013 | |||||
Stock issued for services, shares | 200,000 | ||||
Stock issued for services, value | 10,000 | ||||
Common Stock issued December 15, 2013 | |||||
Stock issued for cash, shares | 1,000,000 | ||||
Stock issued for cash, value | 50,000 | ||||
Common Stock sold between February 21, 2014 and March 24, 2014 | |||||
Stock sold, shares | 1,120,000 | ||||
Stock sold, per share price | $0.05 | ||||
Proceeds from stock sold | 56,000 | ||||
Common Stock sold between March 11, 2014 and March 17, 2014 | |||||
Stock sold, shares | 1,000,000 | ||||
Stock sold, per share price | $0.02 | ||||
Proceeds from stock sold | 20,000 | ||||
Common Stock granted May 1, 2014 | |||||
Stock issued for services, shares | 300,000 | ||||
Stock issued for services, value | 15,000 | ||||
Common Stock issued May 8, 2014 | |||||
Stock issued for services, shares | 600,000 | ||||
Stock issued for services, value | 30,000 | ||||
Common Stock issued May 14, 2014 | |||||
Stock issued for the purchase of Intellectual Property, shares | 1,500,000 | ||||
Stock issued for the purchase of Intellectual Property, value | 75,000 | ||||
Cash payment for the purchase of Intellectual Property | 20,000 | ||||
Common Stock granted October 28, 2014 | |||||
Stock issued for services, shares | 155,400 | ||||
Stock issued for services, value | 10,878 | ||||
Convertible Promissory Note October 6, 2014 | |||||
Conversion price | $0.03 | ||||
Debt discount | $45,980 |
Note_8_Commitments_and_Conting1
Note 8 - Commitments and Contingencies (Details Narrative) | 12 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Feb. 14, 2014 | |
Common stock issued, shares | 15,540,000 | 6,600,000 | |
Intellectual Property Purchase Agreement | |||
Common stock issued, shares | 1,500,000 | ||
Terms of agreement | Additionally, the Company agreed to pay to the Seller the cost for development and modification of $40,000, of which $35,966 was paid during the year ended October 31, 2014 and is included in cost of revenues in the accompanying statement of operations, and the remaining balance of $4,034 was accrued in accounts payable and subsequently paid prior to January 6, 2015. The costs were incurred prior to the establishment of technological feasibility and, as such, were charged to research and development expense and presented within costs of revenues in the statement of operations. | ||
Professional Services Agreement | |||
Terms of agreement | On October 28, 2014, the Company entered into an Agreement with John D. Thomas, P.C., whereby the Company engaged Mr. Thomas to prepare the Company’s Form 10-K for the year ended October 31, 2014 for $3,000 and their quarterly form 10-Qs for a fee of $2,000 per quarter in cash, along with one percent (1%) of the Company’s issued and outstanding common stock, which represented 155,400 shares with a fair value of $10,878 based on the closing price of the Company’s common stock on the date of grant, and was subsequently issued on November 6, 2014. Subject to the terms and conditions of this Agreement, if the Company continues to use Mr. Thomas’ services for another year the Company will be required to gross up the previously issued shares to one percent (1%) of the Company’s issued and outstanding common stock as of October 31, 2015. |
Note_9_Income_Taxes_Details_Na
Note 9 - Income Taxes (Details Narrative) (USD $) | Oct. 31, 2014 |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $281,000 |
Note_10_Subsequent_Events_Deta
Note 10 - Subsequent Events (Details Narrative) (USD $) | 3 Months Ended | |||||
Jan. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | Nov. 17, 2014 | Dec. 10, 2014 | Nov. 06, 2014 | |
Common stock issued, shares | 15,540,000 | 6,600,000 | ||||
Convertible Notes (1) | ||||||
Promissory note | $43,000 | |||||
Interest rate | 8.00% | |||||
Promissory note terms | The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. | |||||
Convertible Notes (2) | ||||||
Promissory note | 33,000 | |||||
Interest rate | 8.00% | |||||
Promissory note terms | The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. | |||||
Common Stock Issuances (1) | ||||||
Common stock issued, shares | 350,000 | |||||
Common stock issued, value | $29,750 | |||||
Common Stock Issuances (2) | ||||||
Common stock issued, shares | 155,400 |