Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2015 | Jan. 08, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | TIXFI INC. | |
Entity Central Index Key | 1,605,024 | |
Trading Symbol | txfx | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 12,485,000 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 |
Current Assets | ||
Cash | $ 6,777 | $ 27,114 |
Prepaid expenses | 5,833 | |
Total current assets | 12,610 | 27,114 |
Total Assets | 12,610 | 27,114 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 5,422 | 10,294 |
Total Liabilities | $ 5,422 | $ 10,294 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 7,475,000 and 7,475,000 issued and outstanding, respectively | $ 7,475 | $ 7,475 |
Additional paid-in capital | 79,525 | 52,025 |
Accumulated deficit | (79,812) | (42,680) |
Total stockholders' equity (Deficit) | 7,188 | 16,820 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 12,610 | $ 27,114 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Nov. 30, 2015 | Feb. 28, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,475,000 | 7,475,000 |
Common stock, shares outstanding | 7,475,000 | 7,475,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,180 | $ 19,846 | $ 10,630 | $ 47,486 |
Cost of Goods Sold | 2,862 | 18,928 | 10,121 | 42,913 |
Gross Profit | 318 | 918 | 509 | 4,573 |
Operating Expenses | ||||
General and administrative | 6,814 | 104 | 11,365 | 2,231 |
Professional fees | 10,787 | 5,815 | 26,276 | 20,908 |
Total Operating Expenses | 17,601 | 5,919 | 37,641 | 23,139 |
Loss before income taxes | $ (17,283) | $ (5,001) | $ (37,132) | $ (18,566) |
Provision for income taxes | ||||
Net Loss | $ (17,283) | $ (5,001) | $ (37,132) | $ (18,566) |
Basic and diluted net loss per common share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and diluted weighted-average common shares outstanding (in shares) | 7,475,000 | 6,436,538 | 7,475,000 | 5,903,909 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (37,132) | $ (18,566) |
Changes in assets and liabilities: | ||
Accounts receivable | (3,920) | |
Inventory | (4,642) | |
Prepaid expenses | (5,833) | 4,077 |
Accounts payable and accrued liabilities | (4,872) | 24 |
Net cash used in operating activities | $ (47,837) | $ (23,027) |
Cash flows from investing activities: | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | $ 49,500 | |
Short-Term Loan from related party | $ 27,500 | |
Net cash provided by financing activities | 27,500 | 49,500 |
Net (decrease) increase in cash and cash equivalents | (20,337) | 26,473 |
Cash and cash equivalents at beginning of period | 27,114 | 5,000 |
Cash and cash equivalents at end of period | $ 6,777 | $ 31,473 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | ||
Cash paid during the period for tax | ||
Non-Cash Financing Transactions | ||
Related party debt forgiven to paid in capital | $ 27,500 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Nov. 30, 2015 | |
Organization And Description Of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS TIXFI, INC. (“we,” “us,” “our,” or the “Company”) is a Nevada corporation incorporated on January 27, 2014. The Company operates as a sports and entertainment ticket broker whereby it purchases and resells tickets for concerts, sporting and other entertainment events. Following its December 21, 2015 acquisition of a 100% ownership interest of Insight Innovators, B.V., a Dutch corporation (“Insight”), the Company became an enterprise software company that developed, and is currently marketing and seeking license opportunities for a next-generation Identity and Access Management enterprise solution designed to manage large volumes of users and access rights over various applications in hybrid environments (cloud and on-premises). See Note - 6 - Subsequent Events. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended November 30, 2015 are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended February 28, 2015 contained in the Company's form 10-K filed with SEC on May 29, 2015. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $6,777 and $27,114 in cash and cash equivalents as at November 30, 2015 and February 28, 2015, respectively. Inventory Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out ("FIFO") method. We classify inventory into various categories based upon their stage in the product life cycle, future marketing sales plans and disposition process. As at November 30, 2015 and 2014, the Company did not have any unsold tickets. Recent Accounting Pronouncements Management has considered all recent other accounting pronouncements recently issued. The Company’s management believes that these recent pronouncements do not have significant impact on the Company’s financial statements. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Nov. 30, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the nine months ended November 30, 2015, the Company generated revenue of $10,630 and had a net loss from operations of $37,132. As at November 30, 2015, the Company has an accumulated deficit of $79,812 since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending February 29, 2016. The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
RELATED PARTY
RELATED PARTY | 9 Months Ended |
Nov. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | NOTE 4 – RELATED PARTY During the three months ended November 30, 2015, the Company’s sole officer and director loaned the Company $27,500 and the full amount was forgiven and recorded to additional paid in capital. |
EQUITY
EQUITY | 9 Months Ended |
Nov. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 5 - EQUITY Preferred Stock The Company has authorized 10,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. There were no preferred shares issued and outstanding as at November 30, 2015 and February 28, 2015. On December 21, 2015 the Company issued 807,568 shares of Series A Preferred Stock. See Note - 6 - Subsequent Events. Common Shares The Company has authorized 100,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. During year ended February 28, 2015, the Company issued 2,475,000 shares to 28 unaffiliated investors for $49,500 cash. During the nine months ended November 30, 2015, the Company did not issue any shares of its common stock. As at November 30, 2015 and February 28, 2015, the Company had 7,475,000 shares of common stock issued and outstanding. The Company has no stock option plan, warrants or other dilutive securities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Nov. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 - SUBSEQUENT EVENTS On December 21, 2015 (the “Effective Date”), we entered into and closed on a share exchange agreement (the “Share Exchange Agreement”) with Insight and its shareholders. Pursuant to the terms of the Share Exchange Agreement, as of the Effective Date, we agreed to issue 9,330,000 shares of our unregistered common stock to the shareholders of Insight in exchange for 40,074 shares of its common stock, representing 100% of its issued and outstanding common stock (the “Share Exchange”) and assume $46,000 of Insight’s debts. In conjunction with the Share Exchange, we purchased 2,000,000 shares of our common stock from our former Chief Executive Officer and sole director, for a price of approximately $0.075 per share (an aggregate of $150,000) pursuant to the terms of a Stock Redemption Agreement dated December 21, 2015 (the “Stock Redemption Agreement”). In addition, pursuant to the terms and conditions of a Spin-Off Agreement dated December 21, 2015 (the “Spin-Off Agreement”), our former Chief Executive Officer and sole director acquired all assets and liabilities related to our online ticket brokerage business in exchange for the cancellation by our former Chief Executive Officer and sole director of 3,000,000 shares of our common stock she held. Arend Dirk Verweij was appointed as our Chief Executive Officer and Chief Financial Officer, and a director, and in connection with the Share Exchange, Eagle Consulting LLC (“Eagle”), a company owned or controlled by Mr. Verweij, received 3,110,000 shares of our common stock in exchange for 13,358 shares of common stock of Insight owned by Eagle. Further, Geurt van Wijk was appointed as our Chief Operating Officer and a director, and in connection with the Share Exchange, Berlisa B.V. (“Berlisa”), a company owned or controlled by Mr. van Wijk, received 3,110,000 shares of our common stock in exchange for 13,358 shares of Insight owned by Berlisa. Remy de Vries was appointed as our Chief Technology Officer and in connection with the Share Exchange, Sterling Skies B.V. (“Sterling”), a company owned or controlled by Mr. de Vries, received 3,110,000 shares of our common stock in exchange for 13,358 shares of Insight previously by Sterling. Messrs. Verweij, van Wijk and de Vries’ each own approximately 24.9% of our issued and outstanding shares of common stock, aggregating, approximately 74.73% thereof. We have entered into employment agreements with the three founders of Insight, Messrs Verweij, van Wijk and de Vries pursuant to the terms of employment agreements dated December 21, 2015 discussed below (collectively, the “Employment Agreements”). Merger Financing and Private Placements Securities Purchase Agreement – Series A Preferred Stock As of the Effective Date and pursuant to a Securities Purchase Agreement, entered into among the Company and five investors who are unrelated parties (the “ Preferred Stock SPA Series A Preferred We agreed to issue an aggregate of 551,180 shares (110,236 shares each) of our Series A Preferred in exchange for a $500,000 aggregate principal amount 8% convertible promissory note previously issued by Insight to five investors that we assumed as of the Effective Date (the “ 8% Convertible Notes In addition, we agreed to provide the purchasers of the Series A Preferred the right to participate in our future offerings of securities for a period of three years after the Effective Date excluding issuances of our common stock to our employees, officers or directors pursuant to any stock or option plan duly adopted for such purpose by the Board of Directors and the vote of at least one independent member of the Board of Directors but in no event greater than 15% our outstanding common stock. Further, Holders of at least 51% of the outstanding Series A Preferred shall have the right to designate one director (the “Series A Board Member”) to the Board of Directors and the Company shall cause the Series A Board Member (and any replacement director designated by such holders of the Series A Preferred from time to time) to be elected to, and remain a member of, the Board of Directors. The Series A Board Member shall be an individual reasonably satisfactory to us. Also, we agreement that we would not permit the removal or replacement of the Series A Board Member without the consent of at least 51% of the outstanding Series A Preferred. The Preferred Stock SPA further restricts us, for a period of three years after the Effective Date or so long as there are outstanding at least 10% of the authorized shares of the Series A Preferred, whichever occurs first, from amending the employment agreements with Messrs. Verweij, van Wijk and de Vries unless (i) the holders of at least 51% in stated value of the then outstanding shares of Series A Preferred shall have given prior written consent, or (ii) such amendment is approved by a majority of our independent directors. Securities Purchase Agreement – 10% Insight Note As of the Effective Date and pursuant to that certain Securities Purchase Agreement dated December 21, 2015 (the “ Convertible Note SPA 10% TXFX Convertible Note 10% Insight Convertible Note The features of our 10% TXFX Convertible Note include: Interest Liquidation Preference Optional Conversion Conversion Shares Conversion Price Mandatory Conversion . The 10% TXFX Convertible Note shall automatically convert into shares of our common stock at the Conversion Price without any action of the holder upon the occurrence of any of the following events after the closing date of the Share Exchange: (i) the completion of a public offering of our securities for gross proceeds of at least $5,000,000 pursuant to an effective registration statement under the Securities Act; or (ii) if we complete one or more financing transactions for gross proceeds of at least $5,000,000. Ownership Limitations Certain Adjustments Negative Covenants Redemption Upon Triggering Events Consulting Agreement As of the Effective Date, we entered into a consulting agreement (the “ Consulting Agreement On December 16, 2015, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series A preferred stock (the “ Certificate of Designation The designations, rights and preferences of the Series A Preferred include: • the stated value of the Series A Preferred is $1.00 per share. • the shares have no voting rights, provided, however, that for so long as any shares are outstanding, we many not, without the affirmative vote of at least 51% of the then outstanding shares of the Series A Preferred, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend the Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation (as defined) senior to, or otherwise in pari passu • each share is convertible at the option of the holder based upon a conversion price of $.1778 into shares of our common stock at any time. The rate of conversion is subject to adjustment as discussed below. • Upon our liquidation, dissolution or winding-up, the holders will be entitled to receive out of our assets, whether capital or surplus, an amount equal to the stated value per share, $1.00, plus any accrued and unpaid dividends thereon. • the conversion price of the Series A Preferred is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events by adjustment of the conversion price by its multiplication by a fraction the numerator of which is the number of shares of common stock outstanding immediately before such event, and the denominator of which is the number of shares outstanding immediately after such event. • If, at any time while the Series A Preferred is outstanding, the Company or any subsidiary, as applicable sells or grants any option to purchase or sells or grants any right to re-price, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of common stock at an effective price per share that is lower than a conversion price then in effect for any of the Series A Preferred, as adjusted, then the conversion price for shares of Series A Preferred shall be reduced to equal the lower issuance price. As long as any shares of Series A Preferred are outstanding, unless the holders of at least 51% in Stated Value of the then outstanding shares of such Series A Preferred shall have given prior written consent, the Corporation shall not, and shall not permit any Subsidiary to, directly or indirectly: a) The Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of common stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no additional events have occurred that require disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended November 30, 2015 are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended February 28, 2015 contained in the Company's form 10-K filed with SEC on May 29, 2015. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $6,777 and $27,114 in cash and cash equivalents as at November 30, 2015 and February 28, 2015, respectively. |
Inventory | Inventory Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out ("FIFO") method. We classify inventory into various categories based upon their stage in the product life cycle, future marketing sales plans and disposition process. As at November 30, 2015 and 2014, the Company did not have any unsold tickets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management has considered all recent other accounting pronouncements recently issued. The Company’s management believes that these recent pronouncements do not have significant impact on the Company’s financial statements. |
ORGANIZATION AND DESCRIPTION 13
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) | Dec. 21, 2015 |
Subsequent Event | Insight Innovators, B.V. | |
Organization And Description Of Business [Line Items] | |
Percentage of ownership interest | 100.00% |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Feb. 28, 2014 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 6,777 | $ 27,114 | $ 31,473 | $ 5,000 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Feb. 28, 2015 | |
Going Concern [Abstract] | |||||
Revenue | $ 3,180 | $ 19,846 | $ 10,630 | $ 47,486 | |
Net loss from operations | (17,283) | $ (5,001) | (37,132) | $ (18,566) | |
Accumulated deficit | $ (79,812) | $ (79,812) | $ (42,680) |
RELATED PARTY (Detail Textuals)
RELATED PARTY (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended |
Nov. 30, 2015 | Nov. 30, 2015 | |
Related Party Transaction [Line Items] | ||
Short-term loan from related party | $ 27,500 | |
Officer And Director | ||
Related Party Transaction [Line Items] | ||
Short-term loan from related party | $ 27,500 |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2015$ / sharesshares | Feb. 28, 2015USD ($)Investor$ / sharesshares | Dec. 21, 2015shares | Dec. 16, 2015$ / sharesshares | |
Stockholders Equity Note [Line Items] | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Common stock, voting rights | One vote | |||
Common stock, shares issued | 7,475,000 | 7,475,000 | ||
Common stock, shares outstanding | 7,475,000 | 7,475,000 | ||
Subsequent Event | ||||
Stockholders Equity Note [Line Items] | ||||
Preferred stock, shares authorized | 808,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||
Subsequent Event | Series A Preferred Stock | ||||
Stockholders Equity Note [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 1 | |||
Preferred stock, shares issued | 807,568 | |||
Unaffiliated investors | Common Shares | ||||
Stockholders Equity Note [Line Items] | ||||
Number of shares issued for cash | 2,475,000 | |||
Number of unaffiliated investors | Investor | 28 | |||
Value of stock issued for cash | $ | $ 49,500 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - Subsequent Event | 1 Months Ended |
Dec. 21, 2015USD ($)$ / sharesshares | |
Subsequent Event [Line Items] | |
Percentage of issued and outstanding shares of common stock | 74.73% |
Insight Innovators, B.V. | |
Subsequent Event [Line Items] | |
Ownership percentage | 100.00% |
Share Exchange Agreement | Insight Innovators, B.V. | |
Subsequent Event [Line Items] | |
Number of shares exchanged | 40,074 |
Amount of debt assumed | $ | $ 46,000 |
Percentage of issued and outstanding shares of common stock | 100.00% |
Share Exchange Agreement | Insight Innovators, B.V. | Arend Dirk Verweij | |
Subsequent Event [Line Items] | |
Number of shares exchanged | 13,358 |
Number of shares received | 3,110,000 |
Percentage of issued and outstanding shares of common stock | 24.90% |
Share Exchange Agreement | Insight Innovators, B.V. | Geurt van Wijk | |
Subsequent Event [Line Items] | |
Number of shares exchanged | 13,358 |
Number of shares received | 3,110,000 |
Percentage of issued and outstanding shares of common stock | 24.90% |
Share Exchange Agreement | Insight Innovators, B.V. | Remy de Vries | |
Subsequent Event [Line Items] | |
Number of shares exchanged | 13,358 |
Number of shares received | 3,110,000 |
Percentage of issued and outstanding shares of common stock | 24.90% |
Share Exchange Agreement | Insight Innovators, B.V. | Unregistered Common Stock | |
Subsequent Event [Line Items] | |
Number of shares issued | 9,330,000 |
Stock Redemption Agreement | Former Chief Executive Officer And Director | |
Subsequent Event [Line Items] | |
Number of shares purchased | 2,000,000 |
Share price (in dollars per share) | $ / shares | $ 0.075 |
Aggregate purchase price | $ | $ 150,000 |
Spin-Off Agreement | Former Chief Executive Officer And Director | |
Subsequent Event [Line Items] | |
Number of shares cancelled | 3,000,000 |
SUBSEQUENT EVENTS (Detail Tex19
SUBSEQUENT EVENTS (Detail Textuals 1) - USD ($) | 1 Months Ended | |||
Dec. 21, 2015 | Dec. 16, 2015 | Nov. 30, 2015 | Feb. 28, 2015 | |
Subsequent Event [Line Items] | ||||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Subsequent Event | Series A Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, shares issued | 807,568 | |||
Preferred stock, par value (in dollars per share) | $ 1 | |||
Subsequent Event | Securities Purchase Agreement | 8% Convertible Notes | ||||
Subsequent Event [Line Items] | ||||
Amount advanced for notes | $ 250,000 | |||
Subsequent Event | Securities Purchase Agreement | 8% Convertible Notes | Insight Innovators, B.V. | ||||
Subsequent Event [Line Items] | ||||
Amount advanced for notes | $ 250,000 | |||
Subsequent Event | Securities Purchase Agreement | 10% convertible note | ||||
Subsequent Event [Line Items] | ||||
Interest rate | 10.00% | |||
Amount advanced for notes | $ 200,000 | |||
Optional conversion, description | The holder of the 10% TXFX Convertible Note may at any time convert the amount due under the 10% TXFX Convertible Note into shares of common stock ("Conversion Shares") at a conversion price ("Conversion Price") equal to the product of 75% multiplied by volume weighted average price of our common stock for ten (10) trading days immediately prior to the applicable conversion date, subject to adjustment provided in the 10% TXFX Convertible Note, but in no event: (i) lower than $4,000,000 divided by the total number of shares of common stock outstanding immediately prior to the conversion date; or (ii) greater than $12,000,000 divided by the total number of shares of common stock outstanding immediately prior to the conversion date. | |||
Mandatory conversion, description | The 10% TXFX Convertible Note shall automatically convert into shares of our common stock at the Conversion Price without any action of the holder upon the occurrence of any of the following events after the closing date of the Share Exchange: (i) the completion of a public offering of our securities for gross proceeds of at least $5,000,000 pursuant to an effective registration statement under the Securities Act; or (ii) if we complete one or more financing transactions for gross proceeds of at least $5,000,000. | |||
Subsequent Event | Securities Purchase Agreement | 10% convertible note | Maximum | ||||
Subsequent Event [Line Items] | ||||
Ownership limitation percentage | 9.99% | |||
Subsequent Event | Securities Purchase Agreement | 10% convertible note | Minimum | ||||
Subsequent Event [Line Items] | ||||
Ownership limitation percentage | 4.99% | |||
Subsequent Event | Securities Purchase Agreement | 10% convertible note | Insight Innovators, B.V. | ||||
Subsequent Event [Line Items] | ||||
Principle amount of note | $ 500,000 | |||
Interest rate | 10.00% | |||
Amount advanced for notes | $ 300,000 | |||
Subsequent Event | Securities Purchase Agreement | 10% convertible note | Unrelated Third Party | ||||
Subsequent Event [Line Items] | ||||
Principle amount of note | $ 500,000 | |||
Interest rate | 10.00% | |||
Subsequent Event | Securities Purchase Agreement | Series A Preferred Stock | Investor | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued for cash | 64,097 | |||
Subsequent Event | Securities Purchase Agreement | Series A Preferred Stock | Investor | 8% Convertible Notes | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued for debt | 110,236 | |||
Subsequent Event | Securities Purchase Agreement | Series A Preferred Stock | Five Investors | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, shares issued | 807,568 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Subsequent Event | Securities Purchase Agreement | Series A Preferred Stock | Five Investors | 8% Convertible Notes | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued for debt | 551,180 | |||
Principle amount of note | $ 500,000 | |||
Interest rate | 8.00% | |||
Subsequent Event | Securities Purchase Agreement | Series A Preferred Stock | Four Investors | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued for cash | 256,388 | |||
Value of stock issued for cash | $ 307,802 | |||
Amount advanced for notes | 111,802 | |||
Advance amount paid | $ 196,000 |
SUBSEQUENT EVENTS (Detail Tex20
SUBSEQUENT EVENTS (Detail Textuals 2) - $ / shares | 1 Months Ended | |||
Dec. 21, 2015 | Dec. 16, 2015 | Nov. 30, 2015 | Feb. 28, 2015 | |
Subsequent Event [Line Items] | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, shares authorized | 808,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Subsequent Event | Series A Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, par value (in dollars per share) | 1 | |||
Conversion price | $ 0.1778 | |||
Subsequent Event | Unrelated Third Party | Consulting Agreement | Consultant | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued for services | 680,000 |