Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Apr. 30, 2015 | Jun. 03, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | POCKET GAMES INC. | |
Entity Central Index Key | 1591157 | |
Document Type | 10-Q | |
Document Period End Date | 30-Apr-15 | |
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 Common Stock, Shares Outstanding | 18,996,327 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 |
Condensed_Balance_Sheets_Unaud
Condensed Balance Sheets (Unaudited) (USD $) | Apr. 30, 2015 | Oct. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $0 | $430 |
Loan origination costs | 2,834 | 2,728 |
TOTAL ASSETS | 2,834 | 3,158 |
CURRENT LIABILITIES | ||
Bank overdraft | 3,814 | 0 |
Accounts payable | 42,639 | 27,852 |
Accrued expenses, related parties | 11,977 | 4,071 |
Accrued expenses | 5,304 | 263 |
Accrued compensation | 153,735 | 150,679 |
Deferred revenues | 8,983 | 0 |
Loans payable, related parties | 14,781 | 15,789 |
Convertible debenture, net of discount of $49,148 and $41,815, respectively | 80,852 | 6,185 |
Total Current Liabilities | 322,085 | 204,839 |
TOTAL LIABILITIES | 322,085 | 204,839 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 1,900 | 1,554 |
Additional paid-in capital | 3,214,249 | 2,945,426 |
Subscriptions payable, consisting of -0- and 155,400 shares, respectively | 0 | 10,878 |
Accumulated deficit | -3,535,400 | -3,159,539 |
Total Stockholders' Equity (Deficit) | -319,251 | -201,681 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 2,834 | 3,158 |
Preferred stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | $0 | $0 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Apr. 30, 2015 | Oct. 31, 2014 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 499,000,000 | 499,000,000 |
Common stock, shares issued | 18,996,327 | 15,540,000 |
Common stock, shares outstanding | 18,996,327 | 15,540,000 |
Subscriptions payable, shares | 0 | 155,400 |
Preferred stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 1,000 | 0 |
Preferred stock, shares outstanding | 1,000 | 0 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | |
Income Statement [Abstract] | ||||
Application development revenues, related party | $0 | $7,500 | $0 | $31,050 |
Cost of revenues | 0 | 0 | 0 | 0 |
Gross profit (loss) | 0 | 7,500 | 0 | 31,050 |
General and administrative | 19,343 | 30,577 | 40,967 | 55,785 |
Officer compensation | 60,000 | 60,000 | 120,000 | 120,000 |
Professional fees | 76,103 | 70,660 | 123,193 | 166,928 |
Total Operating Expenses | 155,446 | 161,237 | 284,160 | 342,713 |
LOSS FROM OPERATIONS | -155,446 | -153,737 | -284,160 | -311,663 |
Interest expense | -54,701 | 0 | -93,771 | 0 |
Gain on settlement of debt | 0 | 0 | 2,070 | 0 |
Total Other Income (Expenses) | -54,701 | 0 | -91,701 | 0 |
NET LOSS BEFORE INCOME TAXES | -210,147 | -153,737 | -375,861 | -311,663 |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET LOSS | ($210,147) | ($153,737) | ($375,861) | ($311,663) |
NET LOSS PER SHARE, BASIC AND FULLY DILUTED | ($0.01) | ($0.01) | ($0.02) | ($0.03) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND FULLY DILUTED | 17,035,681 | 11,895,056 | 16,515,580 | 10,452,127 |
Statements_of_Stockholders_Equ
Statements of Stockholders' Equity (Deficit) (Unaudited) (USD $) | Series A Preferred Stock | Common Stock | Additional Paid-In Capital | Subscriptions payable | Accumulated Deficit | Total |
Beginning balance, value at Oct. 31, 2013 | $0 | $600 | $79,840 | $0 | ($46,916) | $33,584 |
Beginning balance, shares at Oct. 31, 2013 | 0 | 6,600,000 | ||||
Stock issued for services, value | 0 | 0 | 2,500,000 | 2,500,000 | ||
Stock issued for services, shares | 1,000 | 0 | ||||
Stock issued for services, related party, value | 100 | 49,900 | 50,000 | |||
Stock issued for services, related party, shares | 1,000,000 | |||||
Stock issued for cash, value | 522 | 133,978 | 134,500 | |||
Stock issued 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 | ||||
Common stock issued for subscriptions payable, value | 100 | 49,900 | 50,000 | |||
Common stock issued for subscriptions payable, shares | 1,000,000 | |||||
Net loss | -3,112,623 | -3,112,623 | ||||
Ending balance, value at Oct. 31, 2014 | 0 | 1,554 | 2,945,426 | 10,878 | -3,159,539 | -201,681 |
Ending balance, shares at Oct. 31, 2014 | 1,000 | 15,540,000 | ||||
Stock issued for services, value | 70,764 | 70,891 | ||||
Stock issued for services, shares | 87,505 | |||||
Stock issued for services, related party, value | 16 | 10,862 | -10,878 | |||
Stock issued for services, related party, shares | 155,400 | |||||
Stock issued for cash, value | 6,237 | 6,300 | ||||
Beneficial conversion feature of convertible debenture | 89,602 | 89,602 | ||||
Common stock issued for subscriptions payable, value | 16 | 10,862 | -10,878 | |||
Common stock issued for subscriptions payable, shares | 155,400 | |||||
Common stock issued for accrued compensation, value | 47,837 | 47,882 | ||||
Stock issued for conversion of debt, value | 26,907 | 27,000 | ||||
Issuance of stock options | 16,614 | 16,614 | ||||
Net loss | -375,861 | -375,861 | ||||
Ending balance, value at Apr. 30, 2015 | $0 | $1,900 | $3,214,249 | $0 | ($3,535,400) | ($319,251) |
Ending balance, shares at Apr. 30, 2015 | 1,000 | 18,996,327 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($375,861) | ($311,663) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Amortization of loan origination costs | 5,894 | 0 |
Amortization of discount on convertible debenture | 82,269 | 0 |
Shares issued for services | 87,505 | 55,834 |
Gain on settlement of debt | -2,070 | 0 |
Deferred costs | 0 | 7,221 |
Prepaid expenses | 0 | 2,000 |
Bank overdraft | 3,814 | 0 |
Accounts payable | 16,856 | 17,871 |
Accrued expenses, related parties | 7,906 | 1,960 |
Accrued expenses | 5,041 | 0 |
Accrued officer compensation | 50,941 | 81,250 |
Deferred revenues | 8,983 | -8,500 |
Net Cash Used by Operating Activities | -108,722 | -154,027 |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt issuance costs | -6,000 | 0 |
Payments on loans payable - related parties | -1,008 | 0 |
Proceeds from convertible debenture | 109,000 | 0 |
Proceeds from sale of common stock | 6,300 | 134,500 |
Net Cash Provided by Financing Activities | 108,292 | 134,500 |
DECREASE IN CASH AND CASH EQUIVALENTS | -430 | -19,527 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 430 | 21,458 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 0 | 1,931 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Stock issued for subscription receivable - founder | 0 | 50,000 |
Subscription receivable paid through reduction of accrued salary - founder | 0 | 46,250 |
Stock issued for conversion of debt | 27,000 | 0 |
Stock issued for accrued compensation | 47,885 | 0 |
Discount on beneficial conversion feature of convertible debentures | $89,602 | $0 |
Note_1_Nature_of_Business_and_
Note 1 - Nature of Business and Significant Accounting Operations | 6 Months Ended | ||
Apr. 30, 2015 | |||
Accounting Policies [Abstract] | |||
Note 1 - Nature of Business and Significant Accounting Operations | Note 1 - Nature of Business and Significant Accounting Operations | ||
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, products and revenues to date. | |||
The accompanying unaudited financial statements for Pocket Games, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S.”) and with the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein, and should be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company’s filing of Form 10-K and any amendments as filed with the Securities and Exchange Commission. | |||
The Company has adopted a fiscal year end of October 31. | |||
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. | |||
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. Cash and cash equivalents at April 30, 2015 and October 31, 2014 were $-0- and $430, respectively. | |||
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. | |||
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. | |||
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 three months ended January 31, 2015 and 2014, 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 six months ended April 30, 2015 and the year ended October 31, 2014. | |||
Advertising and Promotion | |||
All costs associated with advertising and promoting products are expensed as incurred. | |||
Research and Development | |||
Expenditures for research and product development costs are expensed as incurred. The Company has expensed development costs of $-0- and $22,362 during the six months ended April 30, 2015 and 2014, respectively. | |||
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. | |||
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 | |||
The Company adopted FASB guidance on stock based compensation upon inception on October 4, 2013. 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 $87,505 and $-0- for services and compensation for the six months ended April 30, 2015 and 2014, respectively. | |||
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. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. | |||
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 | 6 Months Ended |
Apr. 30, 2015 | |
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, has an accumulated deficit of $3,535,400, has a negative working capital of $319,251 and has cash on hand of $-0- as of April 30, 2015, 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. The Company will require approximately $360,000 to meet its operating expenses and carry out its plan of operations over the next twelve months. 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 | 6 Months Ended | ||||||||||||
Apr. 30, 2015 | |||||||||||||
Fair Value Disclosures [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 April 30, 2015 and October 31, 2014, respectively: | |||||||||||||
Fair Value Measurements at April 30, 2015 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | — | $ | — | $ | — | |||||||
Total assets | — | — | — | ||||||||||
Liabilities | |||||||||||||
Loans payable, related parties | — | 14,781 | — | ||||||||||
Convertible debenture, net of discount of $49,148 | — | 80,852 | — | ||||||||||
Total liabilities | — | 95,633 | — | ||||||||||
$ | — | $ | (95,633 | ) | $ | — | |||||||
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 | ) | $ | — | |||||||
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the six months ended April 30, 2015 and the year ended October 31, 2014. | |||||||||||||
Level 2 liabilities consist of short term unsecured loans payable to related parties. No fair value adjustment was necessary during the six months ended April 30, 2015 and the year ended October 31, 2014. |
Note_4_Related_Party_Transacti
Note 4 b Related Party Transactions | 6 Months Ended |
Apr. 30, 2015 | |
Related Party Transactions [Abstract] | |
Note 4 b Related Party Transactions | Note 4 – Related Party Transactions |
Promissory Note | |
From time to time the Company received unsecured loans, bearing interest at 12% per annum, maturing on December 31, 2014 (in default) from one of the Company’s Directors and Treasurer, as disclosed in Note 5. | |
Stock Issuances | |
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 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 the closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value. | |
On February 17, 2015, the Company issued 478,850 shares of common stock to an officer of the Company as payment for accrued compensation in lieu of cash. The fair value of the common stock was $47,885 based on the closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value. | |
Revenues | |
The Company entered into a contract, as amended in January 2014 and again in June 2014, whereby the Company will develop and deliver, on a milestone schedule, a game application, to an entity related to an officer of the Company. The officer is an owner and a director on the customer's Board. | |
Employment Contracts | |
On October 4, 2013, the Company entered into two employment agreements with the two officers of the Company. Both agreements are for a term of three years and require monthly payments of $10,000 to each officer. | |
Rents | |
The Company no longer leases office space from a shareholder and consultant (the “Landlord”). There is no formal agreement and no rent has been paid. The amounts due to the Landlord were $3,500 and $500 as of April 30, 2015 and October 31, 2014, respectively. These amounts are included in accrued expenses, related parties on the accompanying balance sheets. | |
The Company leases office space at a rate of $250 per month. As of April 30,2015, $750 was due for rent. This amount is included in accounts payable on the accompanying balance sheet. |
Note_5_Loans_Payable_Related_P
Note 5 b Loans Payable, Related Parties | 6 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Note 5 b Loans Payable, Related Parties | Note 5 – Loans Payable, Related Parties | ||||||||
Loans payable, related parties, consists of the following at April 30, 2015 and October 31, 2014, respectively: | |||||||||
April 30, | October 31, | ||||||||
2015 | 2014 | ||||||||
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 (in default). | $ | 9,500 | $ | — | |||||
Miscellaneous loans, non-interest bearing, due on demand | 14,781 | 15,789 | |||||||
$ | 24,281 | $ | 15,789 | ||||||
The Company recognized interest expense of $565 and $-0- during the six months ended April 30, 2015 and 2014, respectively. No interest has been paid to date. |
Note_6_Convertible_Debenture
Note 6 - Convertible Debenture | 6 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Note 6 - Convertible Debenture | Note 6 – Convertible Debenture | ||||||||
Convertible debentures consist of the following at April 30, 2015 and October 31, 2014, respectively: | |||||||||
January 31, | October 31, | ||||||||
2015 | 2014 | ||||||||
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. (less unamortized discount on beneficial conversion feature of $5,102 and $41,815, respectively) | $ | 15,898 | $ | 6,185 | |||||
Originated November 7, 2014, 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. (less unamortized discount on beneficial conversion feature of $15,989 and $-0-, respectively) | 27,011 | — | |||||||
Originated December 10, 2014, 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. (less unamortized discount on beneficial conversion feature of $13,293 and $-0-, respectively) | 19,707 | — | |||||||
Originated February 23, 2015, unsecured $33,000 convertible promissory note, which carries an 8% interest rate and matures on November 25, 2015. 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. (less unamortized discount on beneficial conversion feature of $14,764 and $-0-, respectively) | 18,236 | — | |||||||
Convertible debenture | 80,852 | 6,185 | |||||||
Less: current maturities of convertible debenture | (80,852 | ) | (6,185 | ) | |||||
Long term convertible debenture | $ | — | $ | — | |||||
The Company recognized interest expense in the amount of $5,041 and $-0- for the six months ended April 30, 2015 and 2014, 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 $89,602 for the six months ended April 30, 2015 and $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 debentures, consisting of total original face values of $124,000 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 six months ended April 30, 2015 and 2014, the Company recorded debt amortization expense in the amount of $82,270 and $-0-, respectively, 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 $36,713 and $-0- was amortized during the six months ended April 30, 2015 and 2014, respectively. | |||||||||
On November 7, 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 $43,000. The Second KBM Note has a maturity date of August 11, 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 Second KBM Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Second 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 Second 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 $0.0329 below the market price on November 7, 2014 of $0.09 provided a value of $43,000, of which $27,011 and $-0- was amortized during the six months ended April 30, 2015 and 2014, respectively. | |||||||||
On December 10, 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 $33,000. The Third KBM Note has a maturity date of September 12, 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 Third KBM Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Third 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 Third 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 $0.0493 below the market price on December 10, 2014 of $0.0899 provided a value of $27,176, of which $13,884 and $-0- was amortized during the six months ended April 30, 2015 and 2014, respectively. | |||||||||
On February 23, 2015, we entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“Vis Vires”), pursuant to which we sold to Vis Vires an 8% Convertible Promissory Note in the original principal amount of $33,000. The Vis Vires Note has a maturity date of November 25, 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 Vis Vires Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Third 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 Vis Vires 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 $0.0541 below the market price on February 23, 2015 of $0.0860 provided a value of $19,426, of which $4,662 and $-0- was amortized during the six months ended April 30, 2015 and 2014, respectively. |
Note_7_Changes_in_Stockholders
Note 7 - Changes in Stockholdersb Equity (Deficit) | 6 Months Ended | ||
Apr. 30, 2015 | |||
Equity [Abstract] | |||
Note 7 - Changes in Stockholdersb Equity (Deficit) | Note 7 – Changes in Stockholders’ Equity (Deficit) | ||
Authorized Shares, Common Stock | |||
The Company is authorized to issue 499,000,000 shares of $0.0001 par value common stock. As of January 31, 2015, 16,045,000 shares were issued and outstanding. | |||
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 Period Ending 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. | |||
Common Stock Issuances, for the Period Ending 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 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. | |||
Common Stock Issuances, for the Period Ending April 30, 2015 | |||
During the six months ended April 30, 2015, the Company issued 1,265,000 shares of common stock for consulting services. The fair value of the common stock was $70,891 based on the market price of the Company’s common stock on the date of grant. | |||
During the six months ended April 30, 2015, the Company issued 478,850 shares of common stock for payment of accrued compensation. The fair value of the common stock was $47,885 based on the market price of the Company’s common stock on the date of grant. | |||
During the six months ended April 30, 2015, the Company issued 630,000 shares of common stock for cash in the amount of $6,300. | |||
During the six months ended April 30, 2015, the Company issued 927,077 shares of common stock for the conversion of convertible notes payable in the amount of $27,000. As the conversions were within the terms of the agreement, no additional gain or loss on the conversion has been recognized. | |||
During the six months ended April 30, 2015, the Company issued 500,000 stock options to a service provider and exercisable over a 4 year term expiring on April 28, 2019. The values of the options were estimated using a Black-Scholes option pricing model equal to $16,614. The key inputs to the model were the number of options 500,000, share price on the grant date of $0.04, exercise price of $0.20, terms of 4 years, volatility of 211% and a discount rate of 0.43%. As the shares are fully vested on the date of agreement, the value of the options of $16,614 was fully expensed on the date of grant. | |||
Subscriptions Payable, for the Period Ending October 31, 2014 | |||
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 presented as Subscriptions Payable in the accompanying Balance Sheet and subsequently issued on September 17, 2014. | |||
Subscriptions Payable, for the Period Ending January 31, 2015 | |||
On November 6, 2014, the Company issued 155,400 shares of common stock pursuant to an agreement with a consultant which had previously been recorded as Subscriptions Payable in the amount of $15,878 in the accompanying Balance Sheet at October 31, 2014. |
Note_8_Commitments_and_Conting
Note 8 - Commitments and Contingencies | 6 Months Ended |
Apr. 30, 2015 | |
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 $20,000 was paid during the year ended October 31, 2014 and is included in development costs in the accompanying statement of operations, and the remaining balance of $20,000 shall be paid as the work passes through quality control. |
Note_9_Subsequent_Events
Note 9 - Subsequent Events | 6 Months Ended |
Apr. 30, 2015 | |
Subsequent Events [Abstract] | |
Note 9 - Subsequent Events | Note 9 – Subsequent Events |
On May 7, 2015, we entered into a Securities Purchase Agreement with 145 Carroll, LLC, pursuant to which we sold an 8% Convertible Promissory Note in the original principal amount of $10,000. The Note has a maturity date of February 8, 2016, and is convertible into our common stock at the Variable 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. The shares of common stock issuable upon conversion of the Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the 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. | |
On May 8, 2015, we entered into a Securities Purchase Agreement with JDF Capital Inc., pursuant to which we sold a 10% Convertible Promissory Note in the original principal amount of $110,000. The Note has a maturity date of May 8, 2016, and is convertible into our common stock at the Conversion Price. The Conversion Price shall mean the lower of (i) 58% of the average of the 3 lowest reported sale prices of the Common Stock for the 10 Trading Days immediately prior to the Issuance Date or (ii) 58% of the average of the 3 lowest reported sale prices for the 10 Trading Days immediately prior to the Conversion Date. The shares of common stock issuable upon conversion of the Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the 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_1_Nature_of_Business_and_1
Note 1 - Nature of Business and Significant Accounting Operations (Policies) | 6 Months Ended | ||
Apr. 30, 2015 | |||
Accounting Policies [Abstract] | |||
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. | |||
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. Cash and cash equivalents at April 30, 2015 and October 31, 2014 were $-0- and $430, respectively. | |||
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. | |||
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. | |||
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 three months ended January 31, 2015 and 2014, 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 six months ended April 30, 2015 and the year ended October 31, 2014. | |||
Advertising and Promotion | Advertising and Promotion | ||
All costs associated with advertising and promoting products are expensed as incurred. | |||
Research and Development | Research and Development | ||
Expenditures for research and product development costs are expensed as incurred. The Company has expensed development costs of $-0- and $22,362 during the six months ended April 30, 2015 and 2014, respectively. | |||
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. | |||
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 | ||
The Company adopted FASB guidance on stock based compensation upon inception on October 4, 2013. 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 $87,505 and $-0- for services and compensation for the six months ended April 30, 2015 and 2014, respectively. | |||
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. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. | |||
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) | 6 Months Ended | ||||||||||||
Apr. 30, 2015 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Valuation of financial instuments at fair value | Fair Value Measurements at April 30, 2015 | ||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | — | $ | — | $ | — | |||||||
Total assets | — | — | — | ||||||||||
Liabilities | |||||||||||||
Loans payable, related parties | — | 14,781 | — | ||||||||||
Convertible debenture, net of discount of $49,148 | — | 80,852 | — | ||||||||||
Total liabilities | — | 95,633 | — | ||||||||||
$ | — | $ | (95,633 | ) | $ | — | |||||||
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 | ) | $ | — |
Note_5_Loans_Payable_Related_P1
Note 5 - Loans Payable, Related Parties (Tables) | 6 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Loans payable, related parties | April 30, | October 31, | |||||||
2015 | 2014 | ||||||||
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 (in default). | $ | 9,500 | $ | — | |||||
Miscellaneous loans, non-interest bearing, due on demand | 14,781 | 15,789 | |||||||
$ | 24,281 | $ | 15,789 |
Note_6_Convertible_Debenture_T
Note 6 - Convertible Debenture (Tables) | 6 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Convertible debentures | January 31, | October 31, | |||||||
2015 | 2014 | ||||||||
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. (less unamortized discount on beneficial conversion feature of $5,102 and $41,815, respectively) | $ | 15,898 | $ | 6,185 | |||||
Originated November 7, 2014, 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. (less unamortized discount on beneficial conversion feature of $15,989 and $-0-, respectively) | 27,011 | — | |||||||
Originated December 10, 2014, 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. (less unamortized discount on beneficial conversion feature of $13,293 and $-0-, respectively) | 19,707 | — | |||||||
Originated February 23, 2015, unsecured $33,000 convertible promissory note, which carries an 8% interest rate and matures on November 25, 2015. 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. (less unamortized discount on beneficial conversion feature of $14,764 and $-0-, respectively) | 18,236 | — | |||||||
Convertible debenture | 80,852 | 6,185 | |||||||
Less: current maturities of convertible debenture | (80,852 | ) | (6,185 | ) | |||||
Long term convertible debenture | $ | — | $ | — |
Note_3_Fair_Value_of_Financial2
Note 3 - Fair Value of Financial Instruments - Valuation of financial instruments at fair value (Details) (USD $) (USD $) | Apr. 30, 2015 | Oct. 31, 2014 |
Assets | ||
Cash | $0 | |
Liabilities | ||
Convertible debenture, net of discount | 80,852 | 6,185 |
Level 1 | ||
Assets | ||
Cash | 430 | |
Total assets | 430 | |
Liabilities | ||
Loans payable, related parties | ||
Convertible debenture, net of discount | ||
Total liabilities | 430 | |
Level 2 | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Loans payable, related parties | 14,781 | 15,789 |
Convertible debenture, net of discount | 80,852 | 6,185 |
Total liabilities | 95,633 | 21,974 |
Level 3 | ||
Assets | ||
Cash | ||
Total assets | ||
Liabilities | ||
Loans payable, related parties | ||
Convertible debenture, net of discount | ||
Total liabilities |
Note_5_Loans_Payable_Related_P2
Note 5 - Loans Payable, Related Parties - Loans payable, related parties (Details) (USD $) | Apr. 30, 2015 | Oct. 31, 2014 |
Debt Disclosure [Abstract] | ||
Unsecured promissory note | $9,500 | $0 |
Miscellaneous loans, non-interest bearing, due on demand | 14,781 | 15,789 |
Total loans payable, related parties | $24,281 | $15,789 |
Note_6_Convertible_Debenture_C
Note 6 - Convertible Debenture - Convertible debentures (Details) (USD $) | Jan. 31, 2015 | Oct. 31, 2014 |
Convertible debenture | $80,852 | $6,185 |
Less: current maturities of convertible debenture | -80,852 | -6,185 |
Long term convertible debenture | 0 | 0 |
Note issued October 6, 2014 | ||
Convertible debenture | 15,898 | 6,185 |
Less: current maturities of convertible debenture | -15,898 | -6,185 |
Long term convertible debenture | 0 | 0 |
Note issued November 7, 2014 | ||
Convertible debenture | 27,011 | 0 |
Less: current maturities of convertible debenture | -27,011 | 0 |
Long term convertible debenture | 0 | 0 |
Note issued December 10, 2014 | ||
Convertible debenture | 19,707 | 0 |
Less: current maturities of convertible debenture | -19,707 | 0 |
Long term convertible debenture | 0 | 0 |
Note issued February 23, 2015 | ||
Convertible debenture | 18,236 | 0 |
Less: current maturities of convertible debenture | -18,236 | 0 |
Long term convertible debenture | $0 | $0 |
Note_1_Nature_of_Business_and_2
Note 1 - Nature of Business and Significant Accounting Operations (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended | 6 Months Ended | |
Apr. 30, 2015 | Oct. 31, 2014 | Apr. 30, 2014 | Oct. 31, 2013 | |
Cash and Cash Equivalents | $0 | $430 | $1,931 | $21,458 |
Services and compensation | 70,891 | 2,500,000 | ||
Investments | ||||
Cash and Cash Equivalents | 0 | 430 | ||
Expenditures | ||||
Development costs | 0 | 22,362 | ||
Stock-based compensation | ||||
Services and compensation | $87,505 | $0 |
Note_2_Going_Concern_Details_N
Note 2 - Going Concern (Details Narrative) (USD $) | Apr. 30, 2015 | Oct. 31, 2014 | Oct. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $3,535,400 | $3,159,539 | |
Negative working capital | 319,251 | 201,681 | -33,584 |
Cash on hand | $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 | Apr. 30, 2015 | Jan. 31, 2014 | Apr. 30, 2014 | |
Unsecured Loans | |||||
Promissory note, interest rate | 12.00% | ||||
Common Stock | |||||
Shares issued, Shares | 5,000,000 | 478,850 | 1,000,000 | ||
Share issued, Value | $500 | $47,885 | $50,000 | ||
Officer compensation | 10,000 | ||||
Series A Preferred Stock | |||||
Shares issued, Shares | 1,000 | ||||
Share issued, Value | 2,500,000 | ||||
Revenues | |||||
Revenues | 40,540 | 5,000 | |||
Employment Contracts | |||||
Officer compensation | 10,000 | ||||
Prior office space lease | |||||
Accrued rent, Current | 500 | 3,500 | |||
Current office space lease | |||||
Accrued rent, Current | $750 |
Note_5_Loans_Payable_Related_P3
Note 5 b Loans Payable, Related Parties (Details Narrative) (USD $) | 6 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Debt Disclosure [Abstract] | ||
Interest expense | $565 | $0 |
Note_6_Convertible_Debenture_D
Note 6 - Convertible Debenture (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | ||||||
Apr. 30, 2015 | Apr. 30, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | Feb. 23, 2015 | Dec. 10, 2014 | Nov. 07, 2014 | Oct. 06, 2014 | |
Interest expense | $54,701 | $0 | $93,771 | $0 | ||||||
Debt discount | 89,602 | 0 | 45,980 | |||||||
Convertible debenture original value | 109,000 | 0 | ||||||||
Debt amortization expense | 82,269 | 0 | ||||||||
Interest rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||
Original principal amount of note | 33,000 | 33,000 | 43,000 | 48,000 | ||||||
Note issued October 6, 2014 | ||||||||||
Terms of conversion | 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 $15,327 and $-0- was amortized during the three months ended January 31, 2015 and 2014, respectively. | ||||||||||
Note issued November 7, 2014 | ||||||||||
Terms of conversion | The Second KBM Note has a maturity date of August 11, 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 Second KBM Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Second 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 Second 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 $0.0329 below the market price on November 7, 2014 of $0.09 provided a value of $43,000, of which $13,195 and $-0- was amortized during the three months ended January 31, 2015 and 2014, respectively. | ||||||||||
Note issued December 10, 2014 | ||||||||||
Terms of conversion | The Third KBM Note has a maturity date of September 12, 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 Third KBM Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Third 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 Third 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 $0.0493 below the market price on December 10, 2014 of $0.0899 provided a value of $27,176, of which $5,120 and $-0- was amortized during the three months ended January 31, 2015 and 2014, respectively. | ||||||||||
Note issued February 23, 2015 | ||||||||||
Terms of conversion | The Vis Vires Note has a maturity date of November 25, 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 Vis Vires Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Third 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 Vis Vires 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 $0.0541 below the market price on February 23, 2015 of $0.0860 provided a value of $19,426, of which $4,662 and $-0- was amortized during the six months ended April 30, 2015 and 2014, respectively. | ||||||||||
Convertible debenture | ||||||||||
Interest expense | 5,041 | 0 | ||||||||
Debt discount | 89,602 | 45,980 | ||||||||
Convertible debenture original value | 124,000 | |||||||||
Maximum share amount | 4.99% | |||||||||
Debt amortization expense | $82,270 | $0 |
Note_7_Changes_in_Stockholders1
Note 7 - Changes in Stockholders' Equity (Deficit) (Details Narrative) (USD $) (USD$) (USD $) | 6 Months Ended | 12 Months Ended | 3 Months Ended | ||||||
Apr. 30, 2015 | Apr. 30, 2014 | Oct. 31, 2014 | Apr. 30, 2015 | Jan. 31, 2015 | Apr. 25, 2014 | 1-May-14 | |||
Preferred stock, par value | $0.00 | $0.00 | 0.0001 | ||||||
Preferred stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||
Common stock, par value | $0.00 | $0.00 | 0.0001 | ||||||
Common stock, shares authorized | 499,000,000 | 499,000,000 | 499,000,000 | ||||||
Common stock, shares issued | 18,996,327 | 15,540,000 | 18,996,327 | ||||||
Common stock, shares outstanding | 18,996,327 | 15,540,000 | 18,996,327 | ||||||
Stock issued for services, shares | 87,505 | 55,834 | |||||||
Stock issued for services, value | $70,891 | $2,500,000 | |||||||
Stock issued for cash, value | 6,300 | 134,500 | |||||||
Stock issued for accrued compensation, value | 47,882 | ||||||||
Subscriptions payable | 0 | 10,878 | 0 | ||||||
Stock issued for the conversion of convertible notes, value | 27,000 | ||||||||
Preferred stock | |||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||
Preferred stock, shares issued | 1,000 | ||||||||
Common stock issued, value | 2,500,000 | ||||||||
Preferred Stock April 25, 2014 | |||||||||
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 | |||||||||
Common stock, par value | 0.0001 | ||||||||
Common stock, shares authorized | 499,000,000 | ||||||||
Common stock, shares issued | 16,045,000 | ||||||||
Common stock, shares outstanding | 16,045,000 | ||||||||
Common stock sold 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 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 services, shares | 1,000,000 | ||||||||
Stock issued for services, 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 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 issued June 11, 2014 | |||||||||
Stock issued for services, shares | 120,000 | ||||||||
Stock issued for services, value | 6,000 | ||||||||
Common stock issued | |||||||||
Stock issued for services, shares | 1,265,000 | ||||||||
Stock issued for services, value | 70,891 | ||||||||
Stock issued for cash, shares | 630,000 | ||||||||
Stock issued for cash, value | 6,300 | ||||||||
Stock issued for accrued compensation, shares | 478,850 | ||||||||
Stock issued for accrued compensation, value | 47,885 | ||||||||
Stock issued for the conversion of convertible notes, shares | 927,077 | ||||||||
Stock issued for the conversion of convertible notes, value | 27,000 | ||||||||
Stock options, value | During the six months ended April 30, 2015, the Company issued 500,000 stock options to a service provider and exercisable over a 4 year term expiring on April 28, 2019. The values of the options were estimated using a Black-Scholes option pricing model equal to $16,614. The key inputs to the model were the number of options 500,000, share price on the grant date of $0.04, exercise price of $0.20, terms of 4 years, volatility of 211% and a discount rate of 0.43%. As the shares are fully vested on the date of agreement, the value of the options of $16,614 was fully expensed on the date of grant. | ||||||||
Subscriptions payable May 1, 2014 | |||||||||
Stock granted, shares | 300,000 | ||||||||
Subscriptions payable November 6, 2014 | |||||||||
Stock granted, shares | 155,400 | ||||||||
Subscriptions payable | |||||||||
Subscriptions payable | 15,878 | $15,000 |
Note_8_Commitments_and_Conting1
Note 8 - Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Apr. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Development costs | 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 $20,000 was paid during the year ended October 31, 2014 and is included in development costs in the accompanying statement of operations, and the remaining balance of $20,000 shall be paid as the work passes through quality control. |
Note_9_Subsequent_Events_Detai
Note 9 - Subsequent Events (Details Narrative) (USD $) | 1 Months Ended | ||
31-May-15 | 7-May-15 | 8-May-15 | |
Securities Purchase Agreement with 145 Carroll, LLC | |||
Convertible promissory note | $10,000 | ||
Promissory note, interest rate | 8.00% | ||
Terms of conversion | The Note has a maturity date of February 8, 2016, and is convertible into our common stock at the Variable 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. The shares of common stock issuable upon conversion of the Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the 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. | ||
Securities Purchase Agreement with JDF Capital Inc. | |||
Convertible promissory note | $110,000 | ||
Promissory note, interest rate | 10.00% | ||
Terms of conversion | The Note has a maturity date of May 8, 2016, and is convertible into our common stock at the Conversion Price. The Conversion Price shall mean the lower of (i) 58% of the average of the 3 lowest reported sale prices of the Common Stock for the 10 Trading Days immediately prior to the Issuance Date or (ii) 58% of the average of the 3 lowest reported sale prices for the 10 Trading Days immediately prior to the Conversion Date. The shares of common stock issuable upon conversion of the Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the 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. |