Code Rebel (CDRBQ) 10-Q 25 Jun 15 2015 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	3 Months Ended
	Mar. 31, 2015	Jun. 22, 2015
Document And Entity Information
Entity Registrant Name	Code Rebel Corp
Entity Central Index Key	1,613,011
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
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		$ 1,268
Entity Common Stock, Shares Outstanding		12,682,714
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,015

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 450,172	$ 632,316
Accounts receivable	3,118	13,093
Deposit and prepaid expense	1,625	2,152
TOTAL CURRENT ASSETS	454,916	647,561
Intangible assets, net	12,743	13,292
TOTAL ASSETS	467,659	660,853
CURRENT LIABILITIES
Accounts payable and accrued expenses	240,493	212,297
Interest payable	61,674	39,869
Warrant liabilities	80,500	68,000
Convertible note payables, net	1,324,427	718,658
Payable to related party	113,736	444,405
TOTAL CURRENT LIABILITIES	1,820,831	1,483,228
LONG TERM LIABILITIES
Line of credit	49,516	49,629
Convertible note payables, net	238,148	606,430
TOTAL NON-CURRENT LIABILITIES	287,663	656,059
TOTAL LIABILITIES	2,108,495	2,139,288
STOCKHOLDERS'  DEFICIT
Common Stock, $0.0001 par value, 20,000,000 shares authorized, 10,000,000 shares issued and outstanding as of March 31, 2015 and December 31, 2014	1,000	1,000
Additional paid-in capital	109,378	109,378
Accumulated deficit	(1,751,214)	(1,588,813)
TOTAL STOCKHOLDERS' DEFICIT	(1,640,836)	(1,478,435)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 467,659	$ 660,853

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	10,000,000	10,000,000
Common stock, shares outstanding	10,000,000	10,000,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Statement [Abstract]
Net Revenues	$ 36,700	$ 44,362
Cost of revenues	61,120	19,523
Gross profit (loss)	(24,420)	24,840
Operating Expenses:
Depreciation and amortization expense	549	1,737
Advertising and promotion	3,047	11,083
Professional expenses	73,026	69,110
General and administration expenses	38,780	5,630
Total operating expenses	115,402	87,560
Loss from operations	(139,822)	(62,720)
Other Expenses:
Interest expense	19,781	$ 864
Amortization of debt discount	2,798
Total Other Expense	22,579	$ 864
Loss before income taxes	$ (162,401)	$ (63,583)
Provision for income taxes
Net loss	$ (162,401)	$ (63,583)
Net loss per share
Basic and Diluted:	$ (0.02)	$ (0.01)
Weighted average number of shares used in computing basic and diluted net loss per share:
Basic	10,000,000	10,000,000
Diluted	10,000,000	10,000,000

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT (UNAUDITED) - USD ($)	Common Stock	Accumulated Deficit	Total
Beginning balance, Shares at Dec. 31, 2013	10,000,000
Beginning balance, Amount at Dec. 31, 2013	$ 1,000	$ (908,871)	$ (798,493)
Net loss		(679,942)	(679,942)
Ending balance, Shares at Dec. 31, 2014	10,000,000
Ending balance, Amount at Dec. 31, 2014	$ 1,000	(1,588,813)	(1,478,435)
Net loss		(162,401)	(162,401)
Ending balance, Shares at Mar. 31, 2015	10,000,000
Ending balance, Amount at Mar. 31, 2015	$ 1,000	$ (1,751,214)	$ (1,640,836)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Statement of Cash Flows [Abstract]
Net loss	$ (162,401)	$ (63,583)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	549	$ 1,737
Interest from discount on debt	2,798
Decrease in current assets:
Accounts receivable	9,975	$ (6,292)
Deposit and prepaid expense	526	(889)
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses	25,386	$ 5,998
Accrued interest	21,805
Net cash used in operating activities	(101,361)	$ (63,029)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable	250,000
Proceeds from (repayment to) related party, net	(330,669)	$ 79,509
Proceeds from (repayment of) line of credit, net	(114)	(108)
Net cash (used in) provided by financing activities	(80,783)	79,400
Net increase (decrease) in cash and cash equivalents	(182,144)	16,371
Cash and cash equivalents, at the beginning of the period	632,316	3,323
Cash and cash equivalents, at the end of the period	$ 450,172	$ 19,694
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for income tax payments
Cash paid during the year for interest payments	$ 786	$ 864
Non- cash investing and financing activities:
Sale of office condominium as payment to related party		117,041
Assumption of mortgage by related party on sale of building		$ 329,837
Warrants granted on note payables	$ 12,500

BASIS OF PRESENTATION AND ORGAN

BASIS OF PRESENTATION AND ORGANIZATION	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND ORGANIZATION	Organization Code Rebel Corporation (the “Company,” “we” or “our”) was organized under the laws of the State of Delaware on May 8, 2014. Cde Rebel, LLC was organized under the laws of the State of Hawaii on April 27, 2007. The idea behind Code Rebel was to create a new remote access protocol that would allow the user to access a specific application on a remote Mac computer. After two years of development, the protocol concept was extended to enable the merging of remote Mac desktops with local Windows desktops. Finally, the company developed the full iRAPP Protocol specification, multi-user terminal server for Mac (iRAPP TS), client-side application for Windows (iRAPP Client for Windows) and client-side application for Mac (iRAPP Client for Mac). After multiple requests from customers in 2008 and 2009, the support for Microsoft's Remote Desktop Protocol (RDP) has been added. Today, customers can connect to a remote Mac using iRAPP Client or any existing RDP Client. Code Rebel is also distributing iRAPP Terminal Server under single-user license as "iRAPP". The iRAPP TS provides a wide range of usage cases. Our customers are using iRAPP TS to build OSX/iOS applications, access and print corporate documents, run shared business applications, perform quality assurance, control and maintain servers and personal computers remotely. Code Rebel's Load Balancing solution (free addition to iRAPP TS), allows customers to create a cluster of terminal servers, so multiple users can access multiple servers, using a single entry point. Reorganization On May 20, 2014, the Company and the members of Code Rebel, LLC entered into a securities exchange agreement (“Agreement”) for 10,000,000 common shares of Code Rebel Corporation. Upon consummation of the Agreement, Code Rebel, LLC became a wholly owned subsidiary of Code Rebel Corporation (“Reorganization”) and the members of Code Rebel, LLC became 100% owners of Code Rebel Corporation. The Reorganization transaction was accounted for as a roll-up of entities under common control. As such, the Company recognized the assets and liabilities of the entities acquired in the Reorganization at their historical carrying amounts. As such, the Reorganization date of January 1, 2014 was used as inception for the financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation These unaudited interim condensed financial statements have been prepared by the Company’s management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in these unaudited interim condensed financial statements. The results of operations, financial position, and cash flows for the periods presented herein are not necessarily indicative of future financial results. These unaudited interim condensed financial statements should be read in conjunction with the Company’s December 31, 2014 financial statements and notes thereto included in the Company’s Registration Statement on Form S-1 (No. 333-203089) filed with the Securities and Exchange Commission (“SEC”). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Principles of Consolidation The consolidated financial statements include the accounts of Code Rebel Corporation and its wholly owned subsidiary Code Rebel, LLC. All inter-company accounts and transactions have been eliminated in the preparation of these consolidated statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. Cash and Cash Equivalents Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At March 31, 2015 and December 31, 2014, the Company had approximately $184,000 in cash, not covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. Revenue Recognition The Company’s revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes". Under FASB ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. The Company has significant income tax net operating losses; however, due to the uncertainty of the realize-ability of the related deferred tax asset and other deferred tax assets, a valuation allowance equal to the amount of deferred tax assets has been established at December 31, 2014 and 2013. FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merit. The Company’s federal and state income tax returns for the tax years 2011, 2012, 2013 and 2014 remain subject to examination for federal and state taxes. Property& Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: Computer software 3 to 10 years Computer hardware 5 to 15 years Furniture and equipment 3 to 5 years On December 31, 2014, fixed assets valued at $7,828 that were fully depreciated were disposed. For the three month periods ended March 31, 2015 and 2014, depreciation expense was $0 and $238, respectively. Earnings per Share (EPS) We utilize FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. March 31, 2015 2014 Net loss $ (162,401 ) $ (63,583 ) Net loss per share Basic and Diluted: $ (0.02 ) $ (0.01 ) Weighted average number of shares used in computing basic and diluted net loss per share: Basic 10,000,000 10,000,000 Diluted 10,000,000 10,000,000 Recently Issued Accounting Pronouncements The Company has considered recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	Intangible assets consisted of the following at March 31, 2015 and December 31, 2014: Description March 31, 2015 December 31, 2014 Microsoft License $ 10,000 $ 10,000 Development Costs 33,951 33,951 Trademark 6,714 6,714 Total intangible assets 50,665 50,665 Less: Accumulated amortization (37,922 ) (37,373 ) Intangible Assets, net $ 12,743 $ 13,292 Development costs are amortized over 3 years. Licenses are amortized over 5 years. Trademarks for $6,714 were deemed to have indefinite lives and are not amortized but are tested for impairment annually. As of March 31, 2015, the Company concluded there was no impairment. Amortization expense was $549 and $1,499 for the three month periods ended March 31, 2015 and 2014, respectively. Amortization for the Company’s intangible assets over the next three fiscal years from March 31, 2015 is estimated to be: 2016 $ 2,010 2017 2,010 2018 2,010 $ 6,030

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2015
Related Party Transactions [Abstract]
RELATED-PARTY TRANSACTIONS	As of March 31, 2015 and 2014, the Company contracted services from a related company controlled by a member and officers of the Company. Contracted services included development, rent and administrative services that amounted to $80,173 and $21,447, respectively, during the three month periods ended March 31, 2015 and 2014. As of March 31, 2015 and December 31, 2014, the Company had amounts payable to the related company of $113,736 and $444,405, respectively.

LINE OF CREDIT

LINE OF CREDIT	3 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
LINE OF CREDIT	Code Rebel, LLC obtained a line of credit with First Hawaii Bank on May 21, 2012 for $50,000 with an adjustable interest rate. The terms of the current line of credit are interest at 6.4635% per annum, minimum monthly payments of $263.38 for interest with final payment due by May 31, 2016. As of March 31, 2015, the Company had an aggregate outstanding balance of $49,516. The Company paid interest of $786 and $792 for the three month periods ended March 31, 2015 and 2014, respectively, on the line of credit. Arben Kryeziu, our Chairman and Chief Executive Officer, has personally guaranteed the line of credit.

NOTE PAYABLES

NOTE PAYABLES	3 Months Ended
	Mar. 31, 2015
Short-term Debt [Abstract]
NOTE PAYABLES	Convertible Note Payables In 2014 and during the three-month period ended March 31, 2015, the Company made an offering to several institutional and accredited investors up to an aggregate of $4,000,000 of Company notes in exchange for a payment of $4,000,000 of consideration to the Company. The notes entitle the holders to purchase shares of the Company’s equity securities. The notes are unsecured and are convertible into conversion shares on the happening of the earlier of the following transactions: • Next Equity Financing • Corporate Transaction Since the notes are convertible subject to the happening of a contingent event, no beneficial conversion feature was recorded on the notes. There is no minimum aggregate amount of consideration that must be received by the Company to complete the offering and sale of up to $4,000,000. In return for the consideration paid by the lender, simultaneous with the sale and issuance of the note, the Company shall also issue to the lender a warrant entitling the lender or other holder thereof to purchase that number of shares of common stock as shall be determined by (a) dividing 5% of the consideration paid by the lender, by (b) exercise price. The exercise price of the warrant shall be equal to: • Except for the Fundamental Transaction, the lower of (a) 80% of the price per share paid for Equity Securities by the investors in the Next Equity Financing, or (b) the quotient resulting from dividing (x) $10,000,000 by (y) the number of shares of fully diluted common stock of the Company immediately prior to the closing of the Next Equity Financing.; or • With respect to the Fundamental Transaction, the quotient resulting from dividing (x) $10,000,000 by (y) the number of shares of fully diluted common stock of the Company immediately prior to the closing of the Fundamental Transaction. Due date of the note Amount of warrants Note payable amount December 18, 2015 $ 24,250 $ 485,000 December 19, 2015 10,000 200,000 December 19, 2015 2,500 50,000 January 2, 2016 7,500 150,000 January 29, 2016 6,250 125,000 February 4, 2016 12,500 250,000 February 5, 2016 5,000 100,000 August 18, 2016 12,500 250,000 80,500 1,610,000 Discount on debt from warrants granted (47,425 ) Convertible note payables, net 1,562,575 As of March 31, 2015, total loans outstanding were classified as follows: Current portion $ 1,324,427 Long term portion 238,148 $ 1,562,575 A maturity of these loans is as follows as of March 31, 2015: 2016 $ 1,324,427 2017 238,148 $ 1,562,575 The Company issued $1,610,000 of unsecured convertible note payables as of March 31, 2015. Terms of the notes include interest accrual at the rate of six percent (6%) per annum, compounded annually. As described further below under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, all of the Company’s 6% unsecured promissory notes were converted into 1,681,731 shares of its common stock contemporaneously with the closing of its initial public offering on May 19, 2015.

STOCK WARRANTS

STOCK WARRANTS	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
STOCK WARRANTS	As of March 31, 2015, the Company has $80,500 in stock warrant liabilities from the eight notes payables discussed in note 6. In return for the consideration paid by the lender, simultaneous with the sale and issuance of the note, the Company issued to the lender a warrant entitling the lender or other holder thereof to purchase that number of shares of common stock as shall be determined by (a) dividing 5% of the consideration paid by the lender, by (b) the exercise price. The exercise price of the warrant shall be equal to: • Except for the Fundamental transaction, the lower of (a) 80% of the price per share paid for Equity Securities by the investors in the Next Equity Financing, or (b) the quotient resulting from dividing (x) $10,000,000 by (y) the number of shares of fully diluted common stock of the Company immediately prior to the closing of the Next Equity Financing.; or • With respect to the Fundamental Transaction, the quotient resulting from dividing (x) $10,000,000 by (y) the number of shares of fully diluted common stock of the Company immediately prior to the closing of the Fundamental Transaction. As of March 31, 2015, the Next Equity Transaction or the Fundamental Transaction did not happen, hence the warrants have not yet been exercised.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	3 Months Ended
	Mar. 31, 2015
Equity [Abstract]
STOCKHOLDERS' DEFICIT	Common Stock The Company has 20,000,000 shares of Common Stock authorized at a par value of $0.0001 as of March 31, 2015. There were 10,000,000 shares issued and outstanding from the Reorganization on May 20, 2014. Each Common share has one (1) vote. Dividend Policy The Company has not yet adopted a policy regarding the payment of dividends and no dividends have been declared.

INCOME TAX

INCOME TAX	3 Months Ended
	Mar. 31, 2015
Income Tax Disclosure [Abstract]
INCOME TAX	The following is the income tax expense reflected in the Statement of Operations for the three-month periods ended March 31, 2015 and 2014: Income Tax Expense March 31, 2015 2014 Current $ - $ - Deferred - - Total $ - $ - The following are the components of loss before income tax reflected in the Statement of Operations for the three-month periods ended March 31, 2015 and 2014: Components Of Loss Before Income Tax March 31, 2015 2014 Loss before income tax $ (162,401 ) $ (63,583 ) Income tax $ - $ - Effective tax rate 0 % 0 % The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in the Statement of Operations for the three-month periods ended March 31, 2015 and 2014: Income Tax Rate Reconciliation March 31, 2015 2014 US statutory rates 34 % 34 % Loss from operations (34 ) % (34 ) % Tax expense at actual rate - % - %

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Management has evaluated subsequent events or transactions occurring through the date the financial statements were issued. Management concluded that no additional subsequent events other than the disclosure below, required disclosure in these financial statements. All of our 6% unsecured promissory notes were converted into 1,681,731 shares of our common stock contemporaneously with the closing of our initial public offering on May 19, 2015. Pursuant to the terms of the 6% unsecured promissory note and warrant agreements with the investors, upon completion of a “net equity financing” in the amount of $750,000 or more (including an initial public offering), all of the principal and accrued interest under the notes were to automatically convert into shares of our common stock at a conversion price equal to the lower of (i) 80% of the sale or implied price of our common stock in such net equity financing (in the case of the public offering of shares of our common stock at $5.00 per share, the conversion price would be $4.00 per share) or (ii) a price based on dividing $10,000,000 by the number of our outstanding shares of common stock immediately prior to such net equity financing (in this case, the conversion price would be $1.00 per share, because as of the date of our initial public offering there were 10,000,000 outstanding shares of common stock). If not earlier converted, the notes were to mature 18 months after the date of their issuance. The terms of the convertible note financing were negotiated with the lead unaffiliated institutional investor and were significantly impacted by the then current legal proceedings involving our company.

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These unaudited interim condensed financial statements have been prepared by the Company’s management in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in these unaudited interim condensed financial statements. The results of operations, financial position, and cash flows for the periods presented herein are not necessarily indicative of future financial results. These unaudited interim condensed financial statements should be read in conjunction with the Company’s December 31, 2014 financial statements and notes thereto included in the Company’s Registration Statement on Form S-1 (No. 333-203089) filed with the Securities and Exchange Commission (“SEC”). The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Code Rebel Corporation and its wholly owned subsidiary Code Rebel, LLC. All inter-company accounts and transactions have been eliminated in the preparation of these consolidated statements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At March 31, 2015 and December 31, 2014, the Company had approximately $184,000 in cash, not covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
Revenue Recognition	Revenue Recognition The Company’s revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes". Under FASB ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. The Company has significant income tax net operating losses; however, due to the uncertainty of the realize-ability of the related deferred tax asset and other deferred tax assets, a valuation allowance equal to the amount of deferred tax assets has been established at December 31, 2014 and 2013. FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merit. The Company’s federal and state income tax returns for the tax years 2011, 2012, 2013 and 2014 remain subject to examination for federal and state taxes.
Property& equipment	Property& equipment Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: Computer software 3 to 10 years Computer hardware 5 to 15 years Furniture and equipment 3 to 5 years On December 31, 2014, fixed assets valued at $7,828 that were fully depreciated were disposed. For the three month periods ended March 31, 2015 and 2014, depreciation expense was $0 and $238, respectively.
Earnings per Share (EPS)	Earnings per Share (EPS) We utilize FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. March 31, 2015 2014 Net loss $ (162,401 ) $ (63,583 ) Net loss per share Basic and Diluted: $ (0.02 ) $ (0.01 ) Weighted average number of shares used in computing basic and diluted net loss per share: Basic 10,000,000 10,000,000 Diluted 10,000,000 10,000,000
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company has considered recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2015
Accounting Policies [Abstract]
Property and equipment useful life	Computer software 3 to 10 years Computer hardware 5 to 15 years Furniture and equipment 3 to 5 years
Earning per share	March 31, 2015 2014 Net loss $ (162,401 ) $ (63,583 ) Net loss per share Basic and Diluted: $ (0.02 ) $ (0.01 ) Weighted average number of shares used in computing basic and diluted net loss per share: Basic 10,000,000 10,000,000 Diluted 10,000,000 10,000,000

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	Description March 31, 2015 December 31, 2014 Microsoft License $ 10,000 $ 10,000 Development Costs 33,951 33,951 Trademark 6,714 6,714 Total intangible assets 50,665 50,665 Less: Accumulated amortization (37,922 ) (37,373 ) Intangible Assets, net $ 12,743 $ 13,292
Future Amortization	2016 $ 2,010 2017 2,010 2018 2,010 $ 6,030

NOTE PAYABLES (Tables)

NOTE PAYABLES (Tables)	3 Months Ended
	Mar. 31, 2015
Short-term Debt [Abstract]
Convertible note payables	Due date of the note Amount of warrants Note payable amount December 18, 2015 $ 24,250 $ 485,000 December 19, 2015 10,000 200,000 December 19, 2015 2,500 50,000 January 2, 2016 7,500 150,000 January 29, 2016 6,250 125,000 February 4, 2016 12,500 250,000 February 5, 2016 5,000 100,000 August 18, 2016 12,500 250,000 80,500 1,610,000 Discount on debt from warrants granted (47,425 ) Convertible note payables, net 1,562,575
Total loans outstanding	Current portion $ 1,324,427 Long term portion 238,148 $ 1,562,575
Maturity of loans	2016 $ 1,324,427 2017 238,148 $ 1,562,575

INCOME TAX (Tables)

INCOME TAX (Tables)	3 Months Ended
	Mar. 31, 2015
Income Tax Disclosure [Abstract]
Income tax expense	Income Tax Expense March 31, 2015 2014 Current $ - $ - Deferred - - Total $ - $ -
Loss before income tax	Components Of Loss Before Income Tax March 31, 2015 2014 Loss before income tax $ (162,401 ) $ (63,583 ) Income tax $ - $ - Effective tax rate 0 % 0 %
Reconciliation of provision for income taxes	Income Tax Rate Reconciliation March 31, 2015 2014 US statutory rates 34 % 34 % Loss from operations (34 ) % (34 ) % Tax expense at actual rate - % - %

BASIS OF PRESENTATION AND ORG22

BASIS OF PRESENTATION AND ORGANIZATION (Details Narrative) - shares	1 Months Ended	3 Months Ended
	May. 20, 2014	Mar. 31, 2015
State of Incorporation		Delaware
Date of Incorporation		May 8, 2014
Code Rebel LLC [Member]
State of Incorporation		Hawaii
Date of Incorporation		Apr. 27, 2007
Share exchange	10,000,000
Equity interest	100.00%
Plan of reorganization, date plan iIs effective	Jan. 1, 2014

SUMMARY OF SIGNIFICANT ACCOUN23

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2015
Computer Software [Member] | MinimumMember
Useful life	3 years
Computer Software [Member] | Maximum [Member]
Useful life	10 years
Computer Hardware [Member] | MinimumMember
Useful life	5 years
Computer Hardware [Member] | Maximum [Member]
Useful life	15 years
Furniture and Equipment [Member] | MinimumMember
Useful life	3 years
Furniture and Equipment [Member] | Maximum [Member]
Useful life	5 years

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Accounting Policies [Abstract]
Net loss	$ (162,401)	$ (63,583)	$ (679,942)
Net loss per share
Basic and Diluted:	$ (0.02)	$ (0.01)
Weighted average number of shares used in computing basic and diluted net loss per share:
Basic	10,000,000	10,000,000
Diluted	10,000,000	10,000,000

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Accounting Policies [Abstract]
Cash	$ 184,000		$ 184,000
Disposal of depreciated fixed assets	7,828
Depreciation expense	$ 0	$ 238

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Intangible assets	$ 50,665	$ 50,665
Less: Accumulated amortization	(37,922)	(37,372)
Intangible Assets, Net	12,743	13,292
Scenario Previously Reported [Member]
Less: Accumulated amortization		(37,373)
Intangible Assets, Net		13,292
License [Member]
Intangible assets	10,000	10,000
Development Costs [Member]
Intangible assets	33,951	33,951
Trademark [Member]
Intangible assets	$ 6,714	$ 6,714

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1)	Mar. 31, 2015USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2,016	$ 2,010
2,017	2,010
2,018	2,010
Future Amortization	$ 6,030

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Amortization expense	$ 549	$ 1,499
Development Costs [Member]
Amortization period	3 years
License [Member]
Amortization period	5 years
Trademark [Member]
Indefinite intangible asset not amortized	$ 6,714

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Related Party Transactions [Abstract]
Development, rent and administrative services	$ 80,173	$ 21,447
Payable to related party	$ 113,736		$ 444,405

LINE OF CREDIT (Details Narrati

LINE OF CREDIT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Debt Disclosure [Abstract]
Line of credit	$ 50,000
LOC interest rate	6.4635%
LOC payment frequency	monthly
LOC payment amount	$ 263.38
LOC outstanding balance	49,516
LOC interest paid	$ 786	$ 864

NOTE PAYABLES (Details)

NOTE PAYABLES (Details) - Mar. 31, 2015 - USD ($)	Total
Warrants issued	80,500
Convertible note payables, gross	$ 1,610,000
Discount on debt from warrants granted	(47,425)
Convertible note payables, net	$ 1,562,575
Convertible Notes Payable 1 [Member]
Maturity date of note	Feb. 18, 2015
Warrants issued	24,250
Convertible note payables, gross	$ 485,000
Convertible Notes Payable 2 [Member]
Maturity date of note	Dec. 19, 2015
Warrants issued	10,000
Convertible note payables, gross	$ 200,000
Convertible Notes Payable 3 [Member]
Maturity date of note	Dec. 19, 2015
Warrants issued	2,500
Convertible note payables, gross	$ 50,000
Convertible Notes Payable 4 [Member]
Maturity date of note	Jan. 2, 2016
Warrants issued	7,500
Convertible note payables, gross	$ 150,000
Convertible Notes Payable 5 [Member]
Maturity date of note	Jan. 29, 2016
Warrants issued	6,250
Convertible note payables, gross	$ 125,000
Convertible Notes Payable 6 [Member]
Maturity date of note	Feb. 4, 2016
Warrants issued	12,500
Convertible note payables, gross	$ 250,000
Convertible Notes Payable 7 [Member]
Maturity date of note	Feb. 5, 2016
Warrants issued	5,000
Convertible note payables, gross	$ 100,000
Convertible Notes Payable 8 [Member]
Maturity date of note	Aug. 18, 2016
Warrants issued	12,500
Convertible note payables, gross	$ 250,000

NOTE PAYABLES (Details 1)

NOTE PAYABLES (Details 1) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
Short-term Debt [Abstract]
Current portion	$ 1,324,427	$ 718,658
Long term portion	238,148	$ 606,430
Total	$ 1,562,575

NOTE PAYABLES - (Details 2)

NOTE PAYABLES - (Details 2)	Mar. 31, 2015USD ($)
Short-term Debt [Abstract]
2,016	$ 1,324,427
2,017	238,148
Total	$ 1,562,575

NOTE PAYABLES (Details Narrativ

NOTE PAYABLES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Proceeds from convertible note	$ 250,000
Convertible note payables, net	$ 1,610,000
Convertible note interest rate	6.00%
Warrant terms	Except for the Fundamental transaction, the lower of (a) 80% of the price per share paid for Equity Securities by the investors in the Next Equity Financing, or (b) the quotient resulting from dividing (x) $10,000,000 by (y) the number of shares of fully diluted common stock of the Company immediately prior to the closing of the Next Equity Financing.; or With respect to the Fundamental Transaction, the quotient resulting from dividing (x) $10,000,000 by (y) the number of shares of fully diluted common stock of the Company immediately prior to the closing of the Fundamental Transaction.
Maximum [Member]
Convertible note offering	$ 4,000,000
Proceeds from convertible note	$ 4,000,000

STOCK WARRANTS (Details Narrati

STOCK WARRANTS (Details Narrative) - Mar. 31, 2015 - USD ($)	Total
Notes to Financial Statements
Stock warrant liabilities	$ 8,000
Warrant terms	Except for the Fundamental transaction, the lower of (a) 80% of the price per share paid for Equity Securities by the investors in the Next Equity Financing, or (b) the quotient resulting from dividing (x) $10,000,000 by (y) the number of shares of fully diluted common stock of the Company immediately prior to the closing of the Next Equity Financing.; or With respect to the Fundamental Transaction, the quotient resulting from dividing (x) $10,000,000 by (y) the number of shares of fully diluted common stock of the Company immediately prior to the closing of the Fundamental Transaction.

STOCKHOLDERS' DEFICIT (Details

STOCKHOLDERS' DEFICIT (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Equity [Abstract]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares issued	10,000,000	10,000,000
Common stock, shares outstanding	10,000,000	10,000,000
Common stock voting rights	1

INCOME TAX (Details)

INCOME TAX (Details) - USD ($) None in scaling factor is -9223372036854775296	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Tax Expense
Current
Deferred
Total

INCOME TAX (Details 1)

INCOME TAX (Details 1) - USD ($) None in scaling factor is -9223372036854775296	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Components Of Loss Before Income Tax
Loss before income taxes	$ (162,401)	$ (63,583)
Income tax
Effective tax rate

INCOME TAX (Details 2)

INCOME TAX (Details 2)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Tax Rate Reconciliation
US statutory rates	34.00%	34.00%
Loss from operations	(3400.00%)	(3400.00%)
Tax expense at actual rate

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	May. 19, 2015	Mar. 31, 2015
Subsequent Events [Abstract]
Convertible note interest rate		6.00%
Shares issued upon conversion of note	1,681,731
Equity financing threshold		$ 750,000
Conversion terms		all of the principal and accrued interest under the notes were to automatically convert into shares of our common stock at a conversion price equal to the lower of (i) 80% of the sale or implied price of our common stock in such net equity financing (in the case of the public offering of shares of our common stock at $5.00 per share, the conversion price would be $4.00 per share) or (ii) a price based on dividing $10,000,000 by the number of our outstanding shares of common stock immediately prior to such net equity financing (in this case, the conversion price would be $1.00 per share, because as of the date of our initial public offering there were 10,000,000 outstanding shares of common stock) If not earlier converted, the notes were to mature 18 months after the date of their issuance.