Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Oct. 31, 2015 | Feb. 12, 2016 | Apr. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | POCKET GAMES INC. | ||
Entity Central Index Key | 1,591,157 | ||
Document Type | 10-K | ||
Document Period End Date | Oct. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --10-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 482,699 | ||
Entity Common Stock, Shares Outstanding | 61,196,255 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 24,404 | $ 430 |
Loan origination costs | 25,675 | 2,728 |
Other assets | 1,745 | 0 |
Total Current Assets | 51,824 | 3,158 |
Fixed assets | 4,420 | 0 |
TOTAL ASSETS | 56,244 | 3,158 |
CURRENT LIABILITIES | ||
Accounts payable | 49,834 | 27,852 |
Accrued expenses, related parties | 13,224 | 4,071 |
Accrued expenses | 31,762 | 263 |
Accrued compensation | 131,923 | 150,679 |
Derivative liability | 1,369,662 | 0 |
Loans payable, related parties | 14,781 | 15,789 |
Convertible debenture | 240,452 | 6,185 |
Total Current Liabilities | 1,851,638 | 204,839 |
TOTAL LIABILITIES | 1,851,638 | 204,839 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | 0 | 0 |
Common stock | 2,434 | 1,554 |
Additional paid-in capital | 3,821,210 | 2,945,426 |
Subscriptions payable, consisting of -0- and 155,400 shares, respectively | 0 | 10,878 |
Accumulated deficit | (5,618,984) | (3,159,539) |
Accumulated other comprehensive loss | (54) | 0 |
Total Stockholders' Equity (Deficit) | (1,795,394) | (201,681) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 56,244 | $ 3,158 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Convertible debenture, net of discount | $ 298,497 | $ 41,815 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Preferred stock, shares issued | 1,000 | 0 |
Preferred stock, shares outstanding | 1,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 499,000,000 | 499,000,000 |
Common stock, shares issued | 24.339929 | 15,540,000 |
Common stock, shares outstanding | 24.339929 | 15,540,000 |
Subscriptions payable, shares | 0 | 155,400 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
REVENUES | ||
Revenues - Related Party | $ 6,608 | $ 40,540 |
Revenues | 17,766 | 0 |
Cost of revenues | (32,824) | (165,118) |
Gross profit (loss) | (8,450) | (124,578) |
OPERATING EXPENSES | ||
General and administrative | 136,065 | 25,203 |
Officer compensation | 281,533 | 2,740,000 |
Professional fees | 584,230 | 217,572 |
Total Operating Expenses | 1,001,828 | 2,982,775 |
LOSS FROM OPERATIONS | (1,010,278) | (3,107,353) |
OTHER INCOME (EXPENSES) | ||
Other income | 2,070 | 0 |
Loss on change in fair value of derivative liability | (1,072,689) | 0 |
Interest expense | (349,704) | (5,270) |
Loss on settlement of debt | (26,530) | 0 |
Loss on foreign currency transactions | (2,314) | 0 |
Total Other Income (Expenses) | (1,449,167) | (5,270) |
NET LOSS BEFORE INCOME TAXES | (2,459,445) | (3,112,623) |
PROVISION FOR INCOME TAXES | 0 | 0 |
NET LOSS | $ (2,459,445) | $ (3,112,623) |
NET LOSS PER SHARE, BASIC AND FULLY DILUTED | $ (0.13) | $ (0.24) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND FULLY DILUTED | 19,311,709 | 13,045,699 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock | Common Stock | Additional Paid-In Capital | Subscriptions payable | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Beginning balance, value at Oct. 31, 2013 | $ 0 | $ 660 | $ 79,840 | $ 0 | $ (46,916) | $ 33,584 | |
Beginning balance, shares at Oct. 31, 2013 | 0 | 6,600,000 | |||||
Stock issued for services, value | Preferred stock issued for services, related party | 2,500,000 | 2,500,000 | |||||
Stock issued for services, value | Common stock issued for services, related party | $ 100 | 49,900 | 50,000 | ||||
Stock issued for services, value | $ 0 | $ 122 | 60,878 | 10,878 | 71,878 | ||
Stock issued for services, shares | Common stock issued for services, related party | 1,000,000 | ||||||
Stock issued for services, shares | 1,000 | 1,220,000 | |||||
Common stock sold for cash, value | Preferred stock issued for services, related party | $ 522 | ||||||
Common stock sold for cash, value | 133,978 | 134,500 | |||||
Common stock sold for cash, shares | Preferred stock issued for services, related party | 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 | |||||
Foreign currency translation adjustment | 0 | ||||||
Net loss | (3,112,623) | (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 | Common stock issued for subscriptions payable | $ 16 | 10,862 | 10,878 | ||||
Stock issued for services, value | $ 430 | 470,802 | $ 471,232 | ||||
Stock issued for services, shares | Common stock issued for subscriptions payable | 155,400 | ||||||
Stock issued for services, shares | 4,295,000 | 310,483 | |||||
Common stock sold for cash, value | $ 123 | 12,177 | $ 12,300 | ||||
Common stock sold for cash, shares | 1,230,000 | ||||||
Stock issued, value | Common stock issued for accrued compensation | $ 91 | 67,099 | 67,190 | ||||
Stock issued, value | Common stock issued for conversion of debt | $ 221 | 49,947 | 50,168 | ||||
Stock issued, shares | Common stock issued for accrued compensation | 907,850 | ||||||
Stock issued, shares | Common stock issued for conversion of debt | 2,211,679 | ||||||
Beneficial conversion feature of convertible debenture | 180,959 | 180,959 | |||||
Settlement of derivative due to conversion and repayment of convertible debt | 66,913 | 66,913 | |||||
Issuance of stock options | 16,614 | 16,614 | |||||
Foreign currency translation adjustment | $ (54) | (54) | |||||
Donated capital | 411 | 411 | |||||
Net loss | (2,459,445) | (2,459,445) | |||||
Ending balance, value at Oct. 31, 2015 | $ 0 | $ 2,434 | $ 3,821,210 | $ 0 | $ (5,618,984) | $ (54) | $ (1,795,394) |
Ending balance, shares at Oct. 31, 2015 | 1,000 | 24,339,929 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cashflows - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,459,445) | $ (3,112,623) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Amortization of loan origination costs | 0 | 272 |
Amortization of discount on convertible debenture | 288,162 | 4,165 |
Contributed capital, related party | 411 | |
Depreciation expense | 296 | |
Shares issued for services, related parties | $ 227,490 | 2,550,000 |
Shares issued for services | 310,483 | |
Interest expense for note derivative | $ 16,614 | 0 |
Change in fair value of derivative liabilities | 1,072,689 | 0 |
Deferred costs | 0 | 53,055 |
Other current assets | (24,692) | 2,000 |
Accounts payable | 22,430 | 14,463 |
Accrued expenses, related parties | 9,153 | 2,531 |
Accrued expenses | 33,667 | 263 |
Accrued officer compensation | (18,756) | 131,179 |
Deferred revenues | 0 | (8,500) |
Net Cash Used by Operating Activities | (521,498) | (216,317) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payments for purchase of fixed assets | (4,716) | 0 |
Net Cash Used by Investing Activities | (4,716) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Debt issuance costs | 0 | (3,000) |
Payments on convertible debt | (134,000) | 0 |
Payments on loans payable - related parties | (5,500) | 0 |
Proceeds from convertible debenture | 672,950 | 48,000 |
Proceeds from loans payable, related parties | 4,492 | 15,789 |
Proceeds from sale of common stock | 12,300 | 134,500 |
Net Cash Provided by Financing Activities | 550,242 | 195,289 |
Foreign currency translation | (54) | 0 |
DECREASE IN CASH AND CASH EQUIVALENTS | 23,974 | (21,028) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 430 | 21,458 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 24,404 | 430 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Derivative on convertible notes | 363,886 | 0 |
Stock issued for conversion of debt | 50,167 | 0 |
Settlement of derivative | 66,913 | 0 |
Discount on beneficial conversion feature of convertible debentures | 180,959 | 45,980 |
Stock issued for stock payable | $ 10,878 | $ 0 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Significant Accounting Operations | 12 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Note 1 - Nature of Business and Significant Accounting Operations | Note 1 - Nature of Business and Significant Accounting Policies Nature of Business Pocket Games, Inc. (the Company) was incorporated on October 4, 2013 (Inception) under the laws of the State of Florida. The Company is engaged in the development, marketing and sale of interactive games for mobile devices, tablets and computers. The Company has limited customers and products and revenues to date. On March 18, 2015, we created GodSpeed Games, Ltd., a limited company organized in accordance with the laws of India, and a wholly-owned subsidiary. GodSpeed operates out of Pune, India. GodSpeed Games provides Quality Assurance and testing services across all the major platforms and has vast experience in different game genres. Our experienced team is a mix of hardcore gamers and trained testing professionals, who understand both the technical and game-play aspects of a title. We help Game Studios to stay competitive in the challenging global market and ensure they keep production costs at a minimum We develop games and provide end-end services for software and application development. We also have a dedicated division for server support and cloud management. Our clients rely on us to support their core IT architecture and provide 24/7 support for their business critical infrastructure The Company has adopted a fiscal year end of October 31. JOBS Act The Company is an emerging growth company as defined in the recently-enacted JOBS Act, and is eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies. As an emerging growth company under the JOBS Act, the Company is permitted to, and intends to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, the Companys financial statements may not be comparable to companies that comply with public company effective dates. The Company will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which the Company has, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which the Company is deemed a large accelerated filer as defined under the federal securities laws. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 Companys 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 October 31, 2015 and 2014 were $24,404 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 managements 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. 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- during the years ended October 31, 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. 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 $537,973 and $2,696,878 for services and compensation for the years ended October 31, 2015 and 2014, respectively. Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, Derivatives and Hedging. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entitys own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock also hinges on whether the instrument is indexed to an entitys own stock. A non-derivative instrument that is not indexed to an entitys own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entitys own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. 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 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 |
Note 2 - Going Concern
Note 2 - Going Concern | 12 Months Ended |
Oct. 31, 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 $5,618,984, has a negative working capital of $1,799,814 and has cash on hand of $24,404 as of October 31, 2015, and has generated minimal revenues to date, all of which are from a related party. These factors raise substantial doubt about the Companys ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations through debt or equity investments, including loans from Officers and Directors. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Companys 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 Financia
Note 3 - Fair Value of Financial Instruments | 12 Months Ended |
Oct. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Note 3 - Fair Value of Financial Instruments | Note 3 Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has convertible notes that must be measured under the new fair value standard. The Companys financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of October 31, 2015 and 2014, respectively: Fair Value Measurements at October 31, 2015 Level 1 Level 2 Level 3 Assets Cash $ 24,404 $ $ Total assets 24,404 Liabilities Loans payable, related parties 14,781 Convertible debenture, net of discount of $298,497 240,452 Derivative liability 1,369,662 Total Liabilities (14,781 ) (1,610,114 ) $ 24,404 $ (14,781 ) $ (1,610,114 ) 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 years ended October 31, 2015 and 2014. Level 2 liabilities consist of short term unsecured loans payable to related parties. No fair value adjustment was necessary during the years ended October 31, 2015 and 2014. Level 3 liabilities consist of a total of $240,452 of convertible debentures and related derivative liability of $1,369,662 as of October 31, 2015. A discount of 298,497 and $41,815 was recognized at October 31, 2015 and 2014, respectively |
Note 4 - Related Party Transact
Note 4 - Related Party Transactions | 12 Months Ended |
Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
Note 4 - 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 Companys 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 Companys 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 Companys common stock on the date of grant which is the best evidence of fair value. On November 6, 2014, the Company issued 350,000 shares to a related party of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $29,750 based on closing stock price of the Companys 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 Companys common stock on the date of grant which is the best evidence of fair value. On June 4, 2015, the Company issued 429,000 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 $19,305 based on the closing stock price of the Companys common stock on the date of grant which is the best evidence of fair value. On September 9, 2015,the Company issued 300,000 shares to employees of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $50,550 based on closing stock price of the Companys common stock on the date of grant which is the best evidence of fair value. On October 20, 2015, the Company issued 1,000,000 shares to employees of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $80,000 based on closing stock price of the Companys 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. The Company was established on October 4, 2013 and had no independent revenues or significant operations during the year ended October 31, 2014. Related party revenues $40,540 for the year ended October 31, 2014. The Company entered into a contract with a related party during the fiscal year ended October 31, 2015, whereby, the Company will perform testing on games and application. The total revenue recognized as a result of such agreement is $6,608 out of the total $24,374 or 27% of total revenue. 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. Accrued compensation was $131,923 and $150,679 at October 31, 2015 and 2014, respectively. Rents The Company leases office space from a shareholder and consultant (the Landlord). The amounts due to the Landlord were $2,000 and $500 as of October 31, 2015 and 2014, respectively. These amounts are included in accrued expenses, related parties on the accompanying balance sheets. |
Note 5 - Loans Payable, Related
Note 5 - Loans Payable, Related Parties | 12 Months Ended |
Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
Note 5 - Loans Payable, Related Parties | Note 5 Loans Payable, Related Parties Loans payable, related parties, consists of the following at October 31, 2015 and October 31, 2014, respectively: October 31, October 31, 2015 2014 12% unsecured promissory note, bearing interest at 12% per annum from a related party, one of the Companys Directors and Treasurer, maturing on December 31, 2014 (in default). $ 9,500 $ Miscellaneous loans, non-interest bearing, due on demand 5,281 15,789 $ 14,781 $ 15,789 The Company recognized interest expense of $1,343 and $570 during the years ended October 31, 2015 and 2014, respectively. No interest has been paid to date. |
Note 6 - Convertible Debenture
Note 6 - Convertible Debenture | 12 Months Ended |
Oct. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Note 6 - Convertible Debenture | Note 6 Convertible Debenture Convertible debentures consist of the following at October 31, 2015 and 2014, respectively: October 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 Companys 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was converted to stock during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $41,815, respectively) $ $ 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 Companys 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively) 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 Companys 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively) Originated February 23, 2015, unsecured $33,000 convertible promissory note, which carries an 8% interest rate and matures on November 25, 2015 (First Vis Vires 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively) Originated June 8, 2015, unsecured $53,000 convertible promissory note, which carries an 8% interest rate and matures on March 8, 2016 (Second Vis Vires 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 Companys common stock for the ten (10) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 4.99% of the Companys issued and outstanding shares. The Company paid total debt issuance cost of $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $22,791 and $-0-, respectively) 30,209 Originated July 22, 2015, unsecured $38,000 convertible promissory note, which carries an 8% interest rate and matures on April 22, 2016 (Third Vis Vires 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 (51%) of the average of the three lowest closing bid prices of the Companys common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $24,873 and $-0-, respectively) 13,127 Originated August 17, 2015, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on May 20, 2016 (Fourth Vis Vires 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 (51%) of the average of the three lowest closing bid prices of the Companys common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Companys issued and outstanding shares. The Company paid total debt issuance cost of $5,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $35,003 and $-0-, respectively) 12,997 Originated May 7, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 8, 2016 (First 145 Carroll 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares.(less unamortized discount on beneficial conversion feature of $2,311 and $-0-, respectively) 7,689 Originated May 8, 2015, unsecured $110,000 convertible promissory note, which carries a 10% interest rate and matures on May 8, 2016 (First JDF 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $62,146 and $-0-, respectively) 47,854 Originated October 9, 2015, unsecured $61,600 convertible promissory note, which carries a 10% interest rate and matures on October 9, 2016 (Second JDF 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 reported sales prices of the Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $57,897 and $-0-, respectively) 3,703 Originated June 10, 2015, unsecured $25,000 convertible promissory note ($25,000 received as of July 31, 2015), which carries a 0% interest rate for the first three months, and matures on June 10, 2017 (First JMJ Note). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trade price of the Companys common stock for the twenty-five (25) trading days prior to the conversion date. (less unamortized discount due to derivative of $-0- and $-0-, respectively) Originated May 27, 2015, unsecured $74,500 convertible promissory note, which carries an 8% interest rate and matures on November 27, 2015 (First Minerva 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $4,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $3,563 and $-0-, respectively) 70,937 Originated June 29, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 28, 2016 (Second Minerva 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. (less unamortized discount due to derivative of $2,974 and $-0-, respectively) 7,026 Originated July 9, 2015, unsecured $53,000 convertible promissory note, which carries a 10% interest rate and matures on July 9, 2016 (First Essex 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 lowest closing price of the Companys common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $17,160 and $-0-, respectively) 35,840 Originated August 4, 2015 unsecured $20,350 convertible promissory note, which carries an 8% interest rate and matures on August 6, 2016 (First Abramowitz 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 (3) lowest closing prices of the Companys common stock, or $0.00005 per share, for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $15,457 and $-0-, respectively). In conjunction with this note, the company issued 203,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years. 4,893 Originated September 10, 2015, unsecured $30,250 convertible promissory note, which carries an 8% interest rate and matures on September 10, 2016 (First VigereNote). 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 (3) lowest closing prices of the Companys common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $26,035 and $-0-, respectively). In conjunction with this note, the company issued 298,029 common stock warrants with an exercise price of $0.11165 per share with a term of 5 years. 4,215 Originated October 15, 2015, unsecured $30,250 convertible promissory note, which carries an 8% interest rate and matures on October 15, 2016 (Second VigereNote). 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 (3) lowest closing prices of the Companys common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative and $-0-, respectively). In conjunction with this note, the company issued 263,043 common stock warrants with an exercise price of $0.1265 per share with a term of 5 years. 1,962 Convertible debenture 240,452 6,185 Less: current maturities of convertible debenture (240,452 ) (6,185 ) Long term convertible debenture $ $ The Company recognized interest expense in the amount of $36,523 and $263 for the years ended October 31, 2015 and 2014, respectively, related to the convertible debentures above. 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 $544,845 for the year ended October 31, 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. During the years ended October 31, 2015 and 2014, the Company recorded debt amortization expense in the amount of $263,470 and $3,893, respectively, attributed to the aforementioned debt discount. In addition, a total of $48,000 and $3,000 of debt issuance cost were incurred pursuant to the closings of the convertible debentures during the years ended October 31, 2015 and 2014, respectively, which are being amortized to interest expense over the term of the debentures using the straight line method, which approximate the effective interest method. The Company recorded a total of $24,692 ($25,672 net of discount) and $272 ($2,728 net discount) of interest expense pursuant to the amortization of the issuance cost during the years ended October 31, 2015 and 2014, respectively. In accordance with ASC 815-15, the Company determined that the variable conversion features and shares to be issued represented derivative features, and these are shown as derivative liabilities on the balance sheet. The Company calculated the fair value of the compound embedded derivative associated with the convertible debentures utilizing a lattice model. |
Note 7 - Derivative Liability
Note 7 - Derivative Liability | 12 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 7 - Derivative Liability | Note 7 Derivative Liability As discussed in Note 6 under Convertible Debentures, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Companys common stock. The number of shares of common stock to be issued is based on the future price of the Companys common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Companys authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. The fair values of the Companys derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a multinomial lattice model. The Companys current convertible debt derivative liabilities were $1,369,662 and $-0- at October 31, 2015 and 2014, respectively. The fair values of the Companys derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recognized current derivative liabilities of $1,369,662 and $0 at October 31, 2015 and 2014, respectively. The change in fair value of the derivative liabilities resulted in a loss of $1,072,689 and $0 for the twelve months ended October 31, 2015 and 2014, respectively, which has been reported as other expense in the statements of operations. The loss of $1,072,689 for the twelve months ended October 31, 2015 consisted of a loss of $181,659 due to the value in excess of the face value of the convertible notes, a net loss of $618,157 attributable to the fair value of warrants and a net loss in market value of $272,873 on the convertible notes. The following presents the derivative liability value at October 31, 2015 and 2014, respectively: October 31, October 31, 2015 2014 Convertible notes $ 751,505 $ Warrants 618,157 $ 1,369,662 $ The following is a summary of changes in the fair market value of the derivative liability during the year ended October 31, 2015: Derivative Liability Total Balance, October 31, 2014 $ Increase in derivative value due to issuances of convertible promissory notes 545,545 Increase in derivative value due to issuances of Warrant 423,826 Decrease due to debt conversion (66,913 ) Change in fair market value of derivative liabilities due to the mark to market adjustment 467,204 Balance, October 31, 2015 $ 1,369,662 Key inputs and assumptions used to value the convertible debentures and warrants issued during the year ended October 31, 2015: Convertible notes derivatives: · The stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.025 to $0.16. · The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note: · The derivative Investor Convertible Notes convert after 90-180 days at the lessor of 51% or 58% of the average 3 lows in 10 or 30 trading days or the fixed exercise price set at issuance subject to full ratchet reset provisions; · Capital raising events are a factor for this Notes full reset provisions. · An event of default at 15% - 24% interest rate would occur 0% of the time, increasing 1.00%per month to a maximum of 10% with a 150% penalty; · The company would redeem the notes (with a 120% 135% 145% penalty) projected initially at 0% of the time and increase monthly by 10.0% to a maximum of 50.0% (from alternative financing being available for a Redemption event to occur);and · The Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price if the registration was effective (assumed after 180 days) and the Company was not in default with the target conversion price dropping as maturity approaches. Warrant derivatives: · The Warrants exercise prices are fixed and subject to full ratchet reset provisions; · The stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $ · The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note: · The Holder would exercise the Warrant as they become exercisable (effective registration is projected 90 days from issuance and the earliest exercise is projected 180 days from issuance) at target prices of 2 times the higher of the projected reset price or stock price. · Capital raising events (a single financing at 6 months from the issuance date) are a factor for these Warrants full reset events projected to occur based on future stock issuance (quarterly) resulting in a reset exercise price. · No Warrants expired nor reset nor exercised in this period ending 10/31/15. |
Note 8 - Changes in Stockholder
Note 8 - Changes in Stockholders’ Equity (Deficit) | 12 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 8 - Changes in Stockholders’ Equity (Deficit) | Note 8 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 October 31, 2015, 24,339,929 shares were issued and outstanding. Authorized Shares, Preferred Stock The Company is also authorized to issue 1,000,000,000 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys common stock on the date of grant. Common Stock Issuances, for the Period Ending October 31, 2015 During the year ended October 31, 2015, the Company issued 4,295,000 shares of common stock for consulting services. The fair value of the common stock was $471,232 based on the market price of the Companys common stock on the date of grant. During the year ended October 31, 2015, the Company issued 907,850 shares of common stock for payment of accrued compensation to the president of the Company. The fair value of the common stock was $67,190 based on the market price of the Companys common stock on the date of grant. During the year ended October 31, 2015, the Company issued 1,230,000 shares of common stock for cash in the amount of $12,300. During the year ended October 31, 2015, the Company issued 2,211,679 shares of common stock for the conversion of convertible notes payable in the amount of $50,168. As the conversions were within the terms of the agreement, no additional gain or loss on the conversion has been recognized. Stock Options, for the Period Ending October 31, 2015 During the year ended October 31, 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. The following table summarizes the changes in options outstanding: Number of Shares Weighted Average Exercise Price Outstanding as of November 1, 2013 $ Granted Exercised Cancelled Outstanding at October 31, 2014 $ Granted 500,000 0.20 Exercised Cancelled Outstanding at October 31, 2015 500,000 $ 0.20 Common Stock Warrants, for the Period Ending October 31, 2015 The Company issued 6,846,394 warrants on May 8, 2015 with an exercise price of $0.0140 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date. On August 4, 2015, the Company issued warrants of 203,500 with an exercise price of $0.011 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date. On August 17, 2015, the Company issued warrants of 486,662 with an exercise price of $0.0580 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date. On September 10, 2015, the Company issued warrants of 573,706 with an exercise price of $0.0580 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date. On October 9, 2015, the Company issued warrants of 560,000 with an exercise price of $0.011 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date. On October 15, 2015, the Company issued warrants of 573,706 with an exercise price of $0.0580 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date. The following table summarizes the changes in warrants outstanding: Number of Shares Weighted Average Exercise Price Outstanding as of November 1, 2013 $ Granted Exercised Cancelled Outstanding at October 31, 2014 $ Granted 9,243,968 0.022 Exercised Cancelled Outstanding at October 31, 2015 9,243,968 $ 0.022 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 Companys common stock on the date of grant. The shares were presented as Subscriptions Payable in the accompanying Balance Sheet and subsequently issued. Subscriptions Payable, for the Period Ending October 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 $10,878 in the accompanying balance sheet at October 31, 2014. Settlement of convertible debt, for the Period Ending October 31, 2015 During the period, the Company repaid back convertible debt in the amount of $134,000 and converted $50,168 of debt for 2,211,679 shares of the common stock. As a result of such conversion and repayment, the Company reduced its derivative liability by $66,913. Beneficial Conversion feature, for the Period Ending October 31, 2015 During the period, the Company issued convertible promissory note with a variable conversion price; as a result, the Company recorded $180,959 in discount and amortized the balance over the life of the notes.(see Note 6 and Note 7). |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 9 - Commitments and Contingencies | Note 9 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 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Oct. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Note 10 - Income Taxes | Note 10 Income Taxes The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the years ended October 31, 2015 and 2014, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The net operating loss carry forwards, if not utilized, will begin to expire in 2028. October 31, October 31, Deferred tax assets: 2015 2014 Net operating loss carryforwards $ 1,243,762 $ 372,642 Net deferred tax assets before 435,317 98,350 Less: Valuation allowance (435,317 ) (98,350 ) $ $ Based on the available objective evidence, including the Companys history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at October 31, 2015 and 2014, respectively. A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: October 31, October 31, 2015 2014 Federal and state statutory rate 35 % 35 % Change in valuation allowance on (35 %) (35 %) |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 12 Months Ended |
Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
Note 11 - Subsequent Events | Note 11 Subsequent Events Subsequent to October 31, 2015, the Company issued a total of 36,856,326 shares of common stock. On February 9, 2016, Pocket Games, Inc. entered into a Share Exchange Agreement (the Exchange Agreement) with Social Technology Holdings, Inc., a Delaware corporation (STH), AEL Irrevocable Trust (AIT), Sugar House Trust (SHT, and together with AIT, the STH Majority Shareholders) and David Lovatt, the principal and controlling shareholder of the Company (Lovatt) regarding the acquisition by the Company from the STH Majority Shareholders of 20,000,000 shares of Class A common stock, par value $0.0001 per share, of STH (the STH Class A Common Stock) and 2,000,000 shares of Class B common stock, par value $0.0001 per share, of STH (the STH Class B Common Stock). The STH Class A Common Stock and the STH Class B Common Stock transferred to the Company by the STH Majority Shareholders constitute 80% of the issued and outstanding shares of STH Class A Common Stock and 100% of the STH Class B Common Stock. In exchange for the STH Class A Common Stock and STH Class B Common Stock, the Company issued to the STH Majority Shareholders an aggregate of 320,000 shares of non-redeemable, voting convertible shares of |
Note 1 - Nature of Business a18
Note 1 - Nature of Business and Significant Accounting Operations (Policies) | 12 Months Ended |
Oct. 31, 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 Companys 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 October 31, 2015 and 2014 were $24,404 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 managements 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. |
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- during the years ended October 31, 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. 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 $537,973 and $2,696,878 for services and compensation for the years ended October 31, 2015 and 2014, respectively. |
Derivative Liability | Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, "Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income 24 Table of Contents POCKET GAMES, INC. Notes to the Consolidated Financial Statements October 31, 2015 and 2014 (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock" also hinges on whether the instrument is indexed to an entity's own stock. A non-derivative instrument that is not indexed to an entity's own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity's own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. |
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 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 |
Note 3 - Fair Value of Financ19
Note 3 - Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Investments, All Other Investments [Abstract] | |
Valuation of financial instruments at fair value | Fair Value Measurements at October 31, 2015 Level 1 Level 2 Level 3 Assets Cash $ 24,404 $ $ Total assets 24,404 Liabilities Loans payable, related parties 14,781 Convertible debenture, net of discount of $298,497 240,452 Derivative liability 1,369,662 Total Liabilities (14,781 ) (1,610,114 ) $ 24,404 $ (14,781 ) $ (1,610,114 ) 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, Relat20
Note 5 - Loans Payable, Related Parties - Loans payable, related parties (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Note 5 - Loans Payable Related Parties - Loans Payable Related Parties Tables | |
Loans payable, related parties | October 31, October 31, 2015 2014 12% unsecured promissory note, bearing interest at 12% per annum from a related party, one of the Companys Directors and Treasurer, maturing on December 31, 2014 (in default). $ 9,500 $ Miscellaneous loans, non-interest bearing, due on demand 5,281 15,789 $ 14,781 $ 15,789 |
Note 6 - Convertible debentures
Note 6 - Convertible debentures (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Note 6 - Convertible Debentures Tables | |
Convertible debentures | October 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 Companys 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was converted to stock during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $41,815, respectively) $ $ 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 Companys 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively) 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 Companys 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively) Originated February 23, 2015, unsecured $33,000 convertible promissory note, which carries an 8% interest rate and matures on November 25, 2015 (First Vis Vires 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively) Originated June 8, 2015, unsecured $53,000 convertible promissory note, which carries an 8% interest rate and matures on March 8, 2016 (Second Vis Vires 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 Companys common stock for the ten (10) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 4.99% of the Companys issued and outstanding shares. The Company paid total debt issuance cost of $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $22,791 and $-0-, respectively) 30,209 Originated July22, 2015, unsecured $38,000 convertible promissory note, which carries an 8% interest rate and matures on April 22, 2016 (Third Vis Vires 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 (51%) of the average of the three lowest closing bid prices of the Companys common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $24,873 and $-0-, respectively) 13,127 Originated August 17, 2015, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on May 20, 2016 (Fourth Vis Vires 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 (51%) of the average of the three lowest closing bid prices of the Companys common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Companys issued and outstanding shares. The Company paid total debt issuance cost of $5,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $35,003 and $-0-, respectively) 12,997 Originated May 7, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 8, 2016 (First 145 Carroll 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares.(less unamortized discount on beneficial conversion feature of $2,311 and $-0-, respectively) 7,689 Originated May 8, 2015, unsecured $110,000 convertible promissory note, which carries a 10% interest rate and matures on May 8, 2016 (First JDF 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $62,146and $-0-, respectively) 47,854 Originated October 9, 2015, unsecured $61,600 convertible promissory note, which carries a 10% interest rate and matures on October 9, 2016 (Second JDF 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 reported sales prices of the Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $57,897 and $-0-, respectively) 3,703 Originated June 10, 2015, unsecured $25,000 convertible promissory note ($25,000 received as of July 31, 2015), which carries a 0% interest rate for the first three months, and matures on June 10, 2017 (First JMJ Note). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trade price of the Companys common stock for the twenty-five (25) trading days prior to the conversion date. (less unamortized discount due to derivative of $-0- and $-0-, respectively) Originated May 27, 2015, unsecured $74,500 convertible promissory note, which carries an 8% interest rate and matures on November 27, 2015 (First Minerva 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $4,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $3,563 and $-0-, respectively) 70,937 Originated June 29, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 28, 2016 (Second Minerva 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. (less unamortized discount due to derivative of $2,974 and $-0-, respectively) 7,026 Originated July 9, 2015, unsecured $53,000 convertible promissory note, which carries a 10% interest rate and matures on July 9, 2016 (First Essex 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 lowest closing price of the Companys common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $17,160 and $-0-, respectively) 35,840 Originated August 4, 2015 unsecured $20,350 convertible promissory note, which carries an8% interest rate and matures on August 6, 2016 (First Abramowitz 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 (3) lowest closing prices of the Companys common stock, or $0.00005 per share, for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $15,457 and $-0-, respectively). In conjunction with this note, the company issued 203,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years. 4,893 Originated September 10, 2015, unsecured $30,250 convertible promissory note, which carries an8% interest rate and matures on September 10, 2016 (First VigereNote). 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 (3) lowest closing prices of the Companys common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $26,035 and $-0-, respectively). In conjunction with this note, the company issued 298,029 common stock warrants with an exercise price of $0.11165 per share with a term of 5 years. 4,215 Originated October 15, 2015, unsecured $30,250 convertible promissory note, which carries an8% interest rate and matures on October 15, 2016 (Second VigereNote). 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 (3) lowest closing prices of the Companys common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative and $-0-, respectively). In conjunction with this note, the company issued 263,043 common stock warrants with an exercise price of $0.1265 per share with a term of 5 years. 1,962 Convertible debenture 240,452 6,185 Less: current maturities of convertible debenture (240,452 ) (6,185 ) Long term convertible debenture $ $ |
Note 7 - Derivative Liability (
Note 7 - Derivative Liability (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Derivative liability value | October 31, October 31, 2015 2014 Convertible notes $ 751,505 $ Warrants 618,157 $ 1,369,662 $ |
Changes in the fair market value of the derivative liability | Derivative Liability Total Balance, October 31, 2014 $ Increase in derivative value due to issuances of convertible promissory notes 545,545 Increase in derivative value due to issuances of Warrant 423,826 Decrease due to debt conversion (66,913 ) Change in fair market value of derivative liabilities due to the mark to market adjustment 467,204 Balance, October 31, 2015 $ 1,369,662 |
Note 8 - Changes in Stockhold23
Note 8 - Changes in Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Note 8 - Changes In Stockholders Equity Deficit Tables | |
Changes in option outstanding | Number of Shares Weighted Average Exercise Price Outstanding as of November 1, 2013 $ Granted Exercised Cancelled Outstanding at October 31, 2014 $ Granted 500,000 0.20 Exercised Cancelled Outstanding at October 31, 2015 500,000 $ 0.20 |
Changes in warrants outstanding | Number of Shares Weighted Average Exercise Price Outstanding as of November 1, 2013 $ Granted Exercised Cancelled Outstanding at October 31, 2014 $ Granted 9,243,968 0.022 Exercised Cancelled Outstanding at October 31, 2015 9,243,968 $ 0.022 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Oct. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets | October 31, October 31, Deferred tax assets: 2015 2014 Net operating loss carryforwards $ 1,243,762 $ 372,642 Net deferred tax assets before 435,317 98,350 Less: Valuation allowance (435,317 ) (98,350 ) $ $ |
Reconciliation between the amounts of income tax benefit determined | October 31, October 31, 2015 2014 Federal and state statutory rate 35 % 35 % Change in valuation allowance on (35 %) (35 %) |
Note 3 - Fair Value of Financ25
Note 3 - Fair Value of Financial Instruments - Valuation of financial instruments at fair value (Details) (USD $) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Assets | ||
Cash | $ 24,404 | |
Liabilities | ||
Convertible debenture, net of discount | 240,452 | $ 6,185 |
Level 1 | ||
Assets | ||
Cash | 24,404 | 430 |
Total assets | 24,404 | 430 |
Liabilities | ||
Loans payable, related parties | 0 | 0 |
Convertible debenture, net of discount | 0 | 0 |
Convertible Note Derivative | 0 | |
Warrants Derivative | 0 | |
Total liabilities | 24,404 | 430 |
Level 2 | ||
Assets | ||
Cash | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Loans payable, related parties | 14,781 | 15,789 |
Convertible debenture, net of discount | 0 | 6,185 |
Convertible Note Derivative | 0 | |
Warrants Derivative | 0 | |
Total liabilities | (14,781) | (21,974) |
Level 3 | ||
Assets | ||
Cash | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Loans payable, related parties | 0 | 0 |
Convertible debenture, net of discount | 0 | 0 |
Convertible Note Derivative | 240,452 | |
Warrants Derivative | 1,369,662 | |
Total liabilities | $ (1,610,114) | $ 0 |
Note 5 - Loans Payable, Relat26
Note 5 - Loans Payable, Related Parties - Loans payable, related parties (Details) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Related Party Transactions [Abstract] | ||
Unsecured promissory note | $ 9,500 | $ 0 |
Miscellaneous loans, non-interest bearing, due on demand | 5,281 | 15,789 |
Total loans payable, related parties | $ 14,781 | $ 15,789 |
Note 6 - Convertible Debenture
Note 6 - Convertible Debenture - Convertible debentures (Details) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Convertible Promissory Note, October 6, 2014 | ||
Convertible debenture | $ 0 | $ 6,185 |
Less: current maturities of convertible debenture | 0 | (6,185) |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, November 7, 2014 | ||
Convertible debenture | 0 | 0 |
Less: current maturities of convertible debenture | 0 | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, December 10, 2014 | ||
Convertible debenture | 0 | 0 |
Less: current maturities of convertible debenture | 0 | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, February 23, 2015 | ||
Convertible debenture | 0 | 0 |
Less: current maturities of convertible debenture | 0 | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, June 8, 2015 | ||
Convertible debenture | 30,209 | 0 |
Less: current maturities of convertible debenture | (30,209) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, July 22, 2015 | ||
Convertible debenture | 13,127 | 0 |
Less: current maturities of convertible debenture | (13,127) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, May 7, 2015 | ||
Convertible debenture | 7,689 | 0 |
Less: current maturities of convertible debenture | (7,689) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, May 8, 2015 | ||
Convertible debenture | 47,854 | 0 |
Less: current maturities of convertible debenture | (47,854) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, June 10, 2015 | ||
Convertible debenture | 1,918 | 0 |
Less: current maturities of convertible debenture | (1,918) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, October 9, 2015 | ||
Convertible debenture | 3,703 | 0 |
Less: current maturities of convertible debenture | (3,703) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, May 27, 2015 | ||
Convertible debenture | 70,937 | 0 |
Less: current maturities of convertible debenture | (70,937) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, June 29, 2015 | ||
Convertible debenture | 7,026 | 0 |
Less: current maturities of convertible debenture | (7,026) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, July 9, 2015 | ||
Convertible debenture | 35,840 | 0 |
Less: current maturities of convertible debenture | (35,840) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, August 4, 2015 | ||
Convertible debenture | 4,893 | |
Less: current maturities of convertible debenture | (4,893) | |
Long term convertible debenture | 0 | |
Convertible Promissory Note, August 4, 2014 | ||
Convertible debenture | 0 | |
Less: current maturities of convertible debenture | 0 | |
Long term convertible debenture | 0 | |
Convertible Promissory Note, September 10, 2015 | ||
Convertible debenture | 4,215 | 0 |
Less: current maturities of convertible debenture | (4,215) | 0 |
Long term convertible debenture | 0 | 0 |
Convertible Promissory Note, October 15, 2015 | ||
Convertible debenture | 1,962 | 0 |
Less: current maturities of convertible debenture | (1,962) | 0 |
Long term convertible debenture | $ 0 | $ 0 |
Note 7 - Derivative Liability -
Note 7 - Derivative Liability - Derivative liability value (Details) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Derivative liability value | $ 1,369,662 | |
Derivative Liability | ||
Convertible notes | 751,505 | $ 0 |
Warrants | 618,157 | 0 |
Derivative liability value | $ 1,369,662 | $ 0 |
Note 7 - Derivative Liability29
Note 7 - Derivative Liability - Changes in the fair market value of the derivative liability (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Change in fair market value of derivative liabilities due to the mark to market adjustment | $ 1,072,689 | $ 0 |
Derivative Liability | ||
Balance, October 31, 2014 | 0 | |
Increase in derivative value due to issuances of convertible promissory notes | 545,545 | |
Increase in derivative value due to issuances of Warrant | 423,826 | |
Decrease due to conversion | (66,913) | |
Change in fair market value of derivative liabilities due to the mark to market adjustment | 467,204 | |
Balance, October 31, 2015 | $ 1,369,662 | $ 0 |
Note 8 - Changes in Stockhold30
Note 8 - Changes in Stockholders’ Equity (Deficit) (Details) - $ / shares | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Options Outstanding | ||
Outstanding, beginning, number of shares | 0 | |
Granted, number of shares | 500,000 | 0 |
Exercised, number of shares | 0 | 0 |
Cancelled, number of shares | 0 | 0 |
Outstanding, end, number of shares | 500,000 | 0 |
Outstanding, beginning, weighted average exercise price | $ 0 | |
Granted, weighted average exercise price | 0.20 | $ 0 |
Exercised, weighted average exercise price | 0 | 0 |
Cancelled, weighted average exercise price | 0 | 0 |
Outstanding, end, weighted average exercise price | $ 0.20 | $ 0 |
Warrants Outstanding | ||
Outstanding, beginning, number of shares | 0 | |
Granted, number of shares | 9,243,968 | 0 |
Exercised, number of shares | 0 | 0 |
Cancelled, number of shares | 0 | 0 |
Outstanding, end, number of shares | 0 | 0 |
Outstanding, beginning, weighted average exercise price | $ 0 | |
Granted, weighted average exercise price | 0 | $ 0 |
Exercised, weighted average exercise price | 0 | 0 |
Cancelled, weighted average exercise price | 0 | 0 |
Outstanding, end, weighted average exercise price | $ 0.022 | $ 0 |
Note 10 - Income Taxes - Deferr
Note 10 - Income Taxes - Deferred tax assets (Details) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 1,243,762 | $ 372,642 |
Net deferred tax assets before valuation allowance | 435,317 | 98,350 |
Less: Valuation allowance | $ (435,317) | $ (98,350) |
Note 10 - Income Taxes - Reconc
Note 10 - Income Taxes - Reconciliation between the amounts of income tax benefit determined (Details) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal and state statutory rate | 35.00% | 35.00% |
Change in valuation allowance on deferred tax assets | (35.00%) | (35.00%) |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 5,618,984 | $ 3,159,539 |
Working capital | 1,799,814 | |
Cash on hand | $ 24,404 |
Note 3 - Fair Value of Financ34
Note 3 - Fair Value of Financial Instruments - Valuation of financial instruments at fair value (Details Narrative) - USD ($) | Oct. 31, 2015 | Oct. 31, 2014 |
Note 3 - Fair Value Of Financial Instruments - Valuation Of Financial Instruments At Fair Value Details Narrative | ||
Convertible debentures | $ 240,452 | |
Derivative liability | 1,369,662 | |
Convertible debenture net of discount | $ 298,497 | $ 41,815 |
Note 4 - Related Party Transa35
Note 4 - Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Dec. 31, 2014 | |
Common stock issued, shares | 24.339929 | 15,540,000 | |
Series A Preferred stock issued, shares | 1,000 | 0 | |
Related party revenues | $ 6,608 | $ 40,540 | |
Stock issuance, December 15, 2013 | |||
Common stock issued, shares | 1,000,000 | ||
Common stock issued, value | $ 50,000 | ||
Stock issuance, April 25, 2014 | |||
Series A Preferred stock issued, shares | 1,000 | ||
Series A Preferred stock issued, value | $ 2,500,000 | ||
Stock issuance, November 6, 2014 | |||
Common stock issued, shares | 350,000 | ||
Common stock issued, value | $ 29,750 | ||
Stock issuance, February 17, 2015 | |||
Common stock issued, shares | 478,850 | ||
Common stock issued, value | $ 47,885 | ||
Stock issuance, June 4, 2015 | |||
Common stock issued, shares | 429,000 | ||
Common stock issued, value | $ 19,305 | ||
Stock issuance, September 9, 2015 | |||
Common stock issued, shares | 300,000 | ||
Common stock issued, value | $ 50,550 | ||
Stock issuance, October 20, 2015 | |||
Common stock issued, shares | 1,000,000 | ||
Common stock issued, value | $ 80,000 | ||
Revenues | |||
Related party revenues | 6,608 | 40,540 | |
Total revenue | 24,374 | ||
Employment contracts | |||
Accrued compensation | 131,923 | 150,679 | |
Rents | |||
Accrued expenses, related parties | $ 2,000 | $ 500 |
Note 5 - Loans Payable, Relat36
Note 5 - Loans Payable, Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Loans payable | ||
Interest expense | $ 1,343 | $ 570 |
Note 6 - Convertible Debentur37
Note 6 - Convertible Debenture (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Interest expense | $ 349,704 | $ 5,270 |
Debt discount | 180,959 | 45,980 |
Debt amortization expense | 288,162 | 4,165 |
Original principal amount of note | 240,452 | |
Interest expense, net of discount | 298,497 | 41,815 |
Convertible Debt | ||
Interest expense | 36,523 | 263 |
Debt discount | 544,845 | 45,980 |
Debt amortization expense | $ 263,470 | 3,893 |
Terms of conversion | 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. | |
Debt issuance cost | $ 48,000 | 3,000 |
Interest expense, net of discount | 25,672 | 2,728 |
Total interest expense | $ 24,692 | $ 272 |
Convertible Debenture, October 6, 2014 | ||
Terms of conversion | 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 Companys 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was converted to stock during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $41,815, respectively) | |
Interest rate | 8.00% | |
Original principal amount of note | $ 48,000 | |
Convertible Debenture, November 7, 2014 | ||
Terms of conversion | 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 Companys 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively) | |
Interest rate | 8.00% | |
Original principal amount of note | $ 43,000 | |
Convertible Debenture, December 10, 2014 | ||
Terms of conversion | 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 Companys 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively). | |
Interest rate | 8.00% | |
Original principal amount of note | $ 33,000 | |
Convertible Debenture, February 23, 2015 | ||
Terms of conversion | 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively) | |
Interest rate | 8.00% | |
Original principal amount of note | $ 33,000 | |
Convertible Debenture, June 8, 2015 | ||
Terms of conversion | 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 Companys common stock for the ten (10) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 4.99% of the Companys issued and outstanding shares. The Company paid total debt issuance cost of $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $22,791 and $-0-, respectively) | |
Interest rate | 8.00% | |
Original principal amount of note | $ 54,000 | |
Convertible Debenture, July 22, 2015 | ||
Terms of conversion | 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 (51%) of the average of the three lowest closing bid prices of the Companys common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Companys issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $24,873 and $-0-, respectively) | |
Interest rate | 8.00% | |
Original principal amount of note | $ 38,000 | |
Convertible Debenture, August 17, 2015 | ||
Terms of conversion | 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 (51%) of the average of the three lowest closing bid prices of the Companys common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Companys issued and outstanding shares. The Company paid total debt issuance cost of $5,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $35,003 and $-0-, respectively) | |
Interest rate | 8.00% | |
Original principal amount of note | $ 48,000 | |
Convertible Debenture, May 7, 2015 | ||
Terms of conversion | 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares.(less unamortized discount on beneficial conversion feature of $2,311 and $-0-, respectively) | |
Interest rate | 8.00% | |
Original principal amount of note | $ 10,000 | |
Convertible Debenture, May 8, 2015 | ||
Terms of conversion | 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $62,146 and $-0-, respectively) | |
Interest rate | 10.00% | |
Original principal amount of note | $ 110,000 | |
Convertible Debenture, June 10, 2015 | ||
Terms of conversion | The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trade price of the Companys common stock for the twenty-five (25) trading days prior to the conversion date. (less unamortized discount due to derivative of $-0- and $-0-, respectively) | |
Interest rate | 0.00% | |
Original principal amount of note | $ 25,000 | |
Securities Purchase Agreement, May 27, 2015 | ||
Interest rate | 8.00% | |
Original principal amount of note | $ 74,500 | |
Convertible Debenture, October 9, 2015 | ||
Terms of conversion | 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 reported sales prices of the Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $57,897 and $-0-, respectively) | |
Interest rate | 10.00% | |
Original principal amount of note | $ 61,600 | |
Convertible Debenture, May 27, 2015 | ||
Terms of conversion | 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. The Company paid total debt issuance cost of $4,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $3,563 and $-0-, respectively) | |
Interest rate | 8.00% | |
Original principal amount of note | $ 74,500 | |
Convertible Debenture, June 29, 2015 | ||
Terms of conversion | 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 Companys common stock for the ten (10) trading days prior to the conversion date. 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 Companys issued and outstanding shares. (less unamortized discount due to derivative of $2,974 and $-0-, respectively) | |
Interest rate | 8.00% | |
Original principal amount of note | $ 10,000 | |
Securities Purchase Agreement, July 9, 2015 | ||
Terms of conversion | 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 lowest closing price of the Companys common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $17,160 and $-0-, respectively) | |
Interest rate | 10.00% | |
Original principal amount of note | $ 53,000 | |
Convertible Debenture, August 4, 2015 | ||
Terms of conversion | 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 (3) lowest closing prices of the Companys common stock, or $0.00005 per share, for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $15,457 and $-0-, respectively). In conjunction with this note, the company issued 203,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years. | |
Interest rate | 8.00% | |
Original principal amount of note | $ 20,350 | |
Convertible Debenture, September 10, 2015 | ||
Terms of conversion | 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 (3) lowest closing prices of the Companys common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $26,035 and $-0-, respectively). In conjunction with this note, the company issued 298,029 common stock warrants with an exercise price of $0.11165 per share with a term of 5 years. | |
Interest rate | 8.00% | |
Original principal amount of note | $ 30,250 | |
Convertible Debenture, October 15, 2015 | ||
Terms of conversion | 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 (3) lowest closing prices of the Companys common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative and $-0-, respectively). In conjunction with this note, the company issued 263,043 common stock warrants with an exercise price of $0.1265 per share with a term of 5 years. | |
Interest rate | 8.00% | |
Original principal amount of note | $ 30,250 |
Note 8 - Changes in Stockhold38
Note 8 - Changes in Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Preferred stock, shares issued | 1,000 | 0 |
Preferred stock, shares outstanding | 1,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 499,000,000 | 499,000,000 |
Common stock, shares issued | 24.339929 | 15,540,000 |
Common stock, shares outstanding | 24.339929 | 15,540,000 |
Stock issued for services, shares | 310,483 | |
Stock issued for services, value | $ 471,232 | $ 71,878 |
Subscriptions payable | 0 | 10,878 |
Convertible debt repayment | $ 134,000 | $ 0 |
Authorized Shares, Common Stock | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 499,000,000 | |
Common stock, shares issued | 21,459,929 | |
Common stock, shares outstanding | 21,459,929 | |
Authorized Shares, Preferred Stock | ||
Preferred stock, shares authorized | 1,000,000,000 | |
Preferred stock, shares issued | 1,000 | |
Series A Preferred Stock terms | As a result of the Designation: · The Company is authorized to issue 1,000 shares of Series A Preferred Stock; · Holders of the A Preferred Stock will not be entitled to receive dividends; · The holders of the Series A Preferred Stock then outstanding shall not be entitled to receive any distribution of Company assets; · The Series A Preferred Stock will not be convertible into shares of the Companys 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 sold, November 4, 2013 and November 6, 2013 | ||
Common stock, par value | $ 0.004 | |
Common stock, shares issued | 1,500,000 | |
Common stock issued, value | $ 6,000 | |
Common stock sold, November 6, 2013 and November 11, 2013 | ||
Common stock, par value | $ 0.05 | |
Common stock, shares issued | 500,000 | |
Common stock issued, value | $ 25,000 | |
Common stock sold, November 15, 2013 and December 5, 2013 | ||
Common stock, par value | $ 0.025 | |
Common stock, shares issued | 1,100,000 | |
Common stock issued, value | $ 27,500 | |
Common stock issued, December 12, 2014 | ||
Stock issued for services, shares | 200,000 | |
Stock issued for services, value | $ 10,000 | |
Common stock issued as payment for compensation, December 15, 2013 | ||
Stock issued for accrued compensation, shares | 1,000,000 | |
Stock issued for accrued compensation, 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 for the purchase of Intellectual Property, 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 October 31, 2015 | ||
Stock issued for services, shares | 4,295,000 | |
Stock issued for services, value | $ 471,232 | |
Stock issued for cash, shares | 1,230,000 | |
Stock issued for cash, value | $ 12,300 | |
Stock issued for accrued compensation, shares | 907,850 | |
Stock issued for accrued compensation, value | $ 67,190 | |
Stock issued for the conversion of convertible notes, shares | 2,211,679 | |
Stock issued for the conversion of convertible notes, value | $ 50,168 | |
Stock Options Issued October 31, 2015 | ||
Stock options issued | 500,000 | |
Stock options, value | 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. | |
Warrants issued, May 8, 2015 | ||
Warrants, issued | 6,846,394 | |
Warrants, exercise price | $ 0.0140 | |
Warrants, term | 5 years | |
Warrants issued, August 4, 2015 | ||
Warrants, issued | 203,500 | |
Warrants, exercise price | $ 0.011 | |
Warrants, term | 5 years | |
Warrants issued, August 17, 2015 | ||
Warrants, issued | 486,662 | |
Warrants, exercise price | $ 0.0580 | |
Warrants, term | 5 years | |
Warrants issued, September 10, 2015 | ||
Warrants, issued | 573,706 | |
Warrants, exercise price | $ 0.0580 | |
Warrants, term | 5 years | |
Warrants issued, October 9, 2015 | ||
Warrants, issued | 560,000 | |
Warrants, exercise price | $ 0.011 | |
Warrants, term | 5 years | |
Warrants issued, October 15, 2015 | ||
Warrants, issued | 573,706 | |
Warrants, exercise price | $ 0.0580 | |
Warrants, term | 5 years | |
Subscription Payable, May 1, 2014 | ||
Common stock, shares issued | 300,000 | |
Common stockgranted, value | $ 15,000 | |
Subscription Payable, November 6, 2014 | ||
Common stock, shares issued | 155,400 | |
Common stockgranted, value | $ 10,878 | |
Settlement of Convertible Debt | ||
Stock issued for the conversion of convertible notes, shares | 2,211,679 | |
Stock issued for the conversion of convertible notes, value | $ 50,168 | |
Convertible debt repayment | 134,000 | |
Reductiion in derivative liability | $ 66,913 |
Note 9 - Commitments and Cont39
Note 9 - Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Oct. 31, 2015 | |
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 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Narrative) - shares | 6 Months Ended | ||
Apr. 30, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Common stock issued | 24.339929 | 15,540,000 | |
Share Exchange Agreement | |||
Share exchange terms | On February 9, 2016, Pocket Games, Inc. entered into a Share Exchange Agreement (the Exchange Agreement) with Social Technology Holdings, Inc., a Delaware corporation (STH), AEL Irrevocable Trust (AIT), Sugar House Trust (SHT, and together with AIT, the STH Majority Shareholders) and David Lovatt, the principal and controlling shareholder of the Company (Lovatt) regarding the acquisition by the Company from the STH Majority Shareholders of 20,000,000 shares of Class A common stock, par value $0.0001 per share, of STH (the STH Class A Common Stock) and 2,000,000 shares of Class B common stock, par value $0.0001 per share, of STH (the STH Class B Common Stock). The STH Class A Common Stock and the STH Class B Common Stock transferred to the Company by the STH Majority Shareholders constitute 80% of the issued and outstanding shares of STH Class A Common Stock and 100% of the STH Class B Common Stock. In exchange for the STH Class A Common Stock and STH Class B Common Stock, the Company issued to the STH Majority Shareholders an aggregate of 320,000 shares of non-redeemable, voting convertible shares of |