10-K/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Amendment No. 1) 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________

COMMISSION FILE NUMBER: 0-29113

INCAPTA, INC.

(Exact Name of Company as Specified in its Charter)

Nevada	47-3903460
(State or Other Jurisdiction of Incorporation	(I.R.S. Employer
or Organization)	Identification No.)

1950 Fifth Avenue, Suite 100, San Diego, California	92101
(Address of Principal Executive Offices)	(Zip Code)

Company’s telephone number: (619) 798-9284

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: common stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ¨ No x.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes ¨ No x.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) been subject to such filing requirements for the past 90 days: Yes x No ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  ¨	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act: Yes ¨ No x.

The aggregate market value of the voting stock held by non-affiliates of the Company as of April 18, 2016: $584,578.  As of April 18, 2016, the Company had 114,231,194 shares of common stock issued and outstanding.

Explanatory Note

The sole purpose of this Amendment No.1 to the Annual Report on Form 10-K of InCapta, Inc. for the year ended December 31, 2015, originally filed with the Securities and Exchange Commission on June 08, 2016 (the “Form 10-K”), is to file Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	InCapta, Inc.
Dated: October 3, 2016	By:	/s/ John Fleming
		John Fleming President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ John Fleming	President/Chief Executive Officer/Secretary/Treasurer/Director	October 3, 2016
John Fleming

EX-31.1

Exhibit 31.1

CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE U.S. SECURITIES EXCHANGE ACT OF 1934

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, John Fleming, certify that:

1.         I have reviewed this annual report on Form 10-K/A of InCapta, Inc.;

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.         I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)         Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.         I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s independent registered public accounting firm and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: October 3, 2016	/s/ John Fleming
	John Fleming
	President and Chief Executive Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the annual report of InCapta, Inc. (“Company”) on Form 10-K/A for the year ended December 31, 2015 as filed with the Securities and Exchange Commission (“Report”), the undersigned, in the capacities and on the dates indicated below, hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) that to their knowledge:

1.           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 3, 2016	/s/ John Fleming
	John Fleming
	President and Chief Executive Officer

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Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Apr. 18, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	InCapta, Inc.
Entity Central Index Key	0001099234
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2015
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 584,578
Entity Common Stock, Shares Outstanding		114,231,194

XML

Consolidated Balance Sheets - USD ($)		Dec. 31, 2015	Dec. 31, 2014
Current assets:
Cash		$ 1,790
Prepaid consulting fees		1,384,137
Total current assets		1,385,927
Other assets:
Furniture and equipment		4,370
Total assets		1,390,297
Current liabilities:
Accounts payable		30,826	170,187
Accrued interest		16,691
Due to officer		8,441	404
Convertible notes payable - related party, net of discount of $19,887		31,325
Loans payable		25,000
Derivative liability		50,276
Total current liabilities		162,559	170,591
Stockholders' equity (deficit):
Common stock value	[1]	72,374	1,005
Preferred stock; $0.001 par value; 10,000,000 shares authorized, 4,725 and 0 shares issued and outstanding as of December 31, 2015 and December 31, 2014		5
Additional paid-in capital		110,248,713	74,203,330
Accumulated deficit		(109,093,354)	(74,374,926)
Total stockholders' equity (deficit)		1,227,738	(170,591)
Total liabilities and stockholders' equity (deficit)		1,390,297
Series B common stock [Member]
Stockholders' equity (deficit):
Common stock value

[1] The number of issued and outstanding shares of common stock reflects the amount immediately after a 3,000 to 1 reverse split of the Company's common stock that was effective on April 27, 2015 (1,004,517).

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Convertible notes payable related party discount	$ 19,887
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	890,000,000	890,000,000
Common stock, shares issued	72,373,614	1,004,517
Common stock, shares outstanding	72,373,614	1,004,517
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	4,725	0
Preferred stock, shares outstanding	4,725	0
Series B common stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued
Common stock, shares outstanding

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Consolidated Statements of Operations - USD ($)		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Net sales		$ 18,919
Costs and expenses:
General and administrative		2,697,535	3,629
Impairment of intangible assets		4,478,142
Acquisition contingency		27,215,905
Total costs and expenses		34,391,582	3,629
Loss from operations		(34,372,663)	(3,629)
Other income and (expense):
Interest and financing costs		(365,296)
Change in value of derivative liability		6,271
Gain on extinguishment of debt			3,100,291
Other expenses		13,260
Total other income (expense)		(345,765)	3,100,291
Net income (loss) before provision for income taxes		(34,718,428)	3,096,662
Provision for income taxes
Net income (loss)		(34,718,428)	3,096,662
Preferred stock dividend		(47,700)
Net income (loss) attributed to common stockholders		$ (34,766,128)	$ 3,096,662
Basic and diluted earnings (loss) per share		$ (3.75)	$ 3.08
Weighted average number of shares outstanding	[1]	9,276,281	1,004,517

[1] The number of shares of common stock reflects the amount immediately after a 3,000 to 1 reverse split of the Company's common stock that was effective on April 27, 2015.

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Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Total	Common Stock		Preferred Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance at Dec. 31, 2013	$ (3,267,253)	$ 1,005			$ 74,203,330	$ (77,471,588)
Beginning balance, shares at Dec. 31, 2013		1,004,517	[1]
Net income	3,096,662					3,096,662
Ending balance at Dec. 31, 2014	(170,591)	$ 1,005			74,203,330	(74,374,926)
Ending balance, shares at Dec. 31, 2014		1,004,517	[1]
Adjustments of reverse split (rounding)		$ 8			(8)
Adjustments of reverse split (rounding), shares		7,512	[1]
Shares issued for financing costs	312,500	$ 740			311,760
Shares issued for financing costs, shares		740,000	[1]	45
Shares issued for services	4,101,575	$ 18,338		$ 1	4,083,236
Shares issued for services, shares		18,338,275	[1]	680
Shares issued for acquisitions	4,486,777	$ 25,417		$ 4	4,461,356
Shares issued for acquisitions, shares		25,417,405	[1]	4,045
Shares issued for acquisition contingency	27,215,905	$ 26,866			27,189,039
Shares issued for acquisition contingency, shares		26,865,905	[1]
Net income	(34,718,428)					(34,718,428)
Ending balance at Dec. 31, 2015	$ 1,227,738	$ 72,374		$ 5	$ 110,248,713	$ (109,093,354)
Ending balance, shares at Dec. 31, 2015		72,373,614	[1]	4,770

[1] The number of shares of common stock reflects the amount immediately after a 3,000 to 1 reverse split of the Company's common stock that was effective on April 27, 2015.

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net income (loss)	$ (34,718,428)	$ 3,096,662
Adjustments to reconcile net income to net cash:
Depreciation	1,373
Common stock issued for services	4,101,575
Common stock issued for acquisition contingency	27,215,905
Impairment of intangible assets	4,478,142
Financing costs	317,835
Amortization of debt discounts	31,325
Change in value of derivative liability	(6,271)
Gain on extinguishment of debt		(3,100,291)
Change in current assets and liabilities:
Accounts receivable	6,134
Prepaid consulting fees	(1,384,137)
Accounts payable	(159,208)
Accrued interest	16,691	404
Due to officer	2,294	3,225
Net cash provided by (used in) operating activities	(96,770)
Cash flows from investing activities:
Cash received with acquisitions	22,348
Net cash provided by investing activities	22,348
Cash flows from financing activities:
Proceeds from loan payable	25,000
Proceeds from convertible notes payable	51,212
Net cash provided by financing activities	76,212
Net increase (decrease) in cash	1,790
Cash at beginning of period
Cash at end of period	1,790
Supplemental disclosure of non-cash financing activities:
Common stock issued for debt	312,500
Common and preferred stock issued for acquisitions	4,486,777
Beneficial conversion feature	56,547
Furniture and equipment for due to officer	5,743
Cash paid for:
Interest paid
Taxes paid

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Nature of Business

12 Months Ended

Dec. 31, 2015

Nature of Business [Abstract]

NATURE OF BUSINESS

NOTE 1 – NATURE OF BUSINESS

The accompanying audited consolidated financial statements of InCapta, Inc. (formerly known as TBC Global News Network, Inc.), a Nevada corporation (“Company”), have been prepared in accordance with Securities and Exchange Commission (“SEC”) requirements for audited financial statements. The financial statements include the accounts of the Company. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All common stock share numbers reflect a 1,000 to 1 reverse split of the Company’s common stock effective on September 6, 2007, a 10,000 to 1 reverse split of the Company’s common stock effective on April 9, 2009, and a 3,000 to 1 reverse split of the Company’s common stock effective on April 27, 2015.

In November 2008, the Company halted its previous operations of providing online movie rentals (also referred to as a “DVD”) and video game rentals to subscribers through its Internet website, gameznflix.com.

On May 7, 2009, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State. This amendment changed the name of the Company to TBC Global News Network, Inc. This corporate action had previously been approved by consent of a majority of the outstanding shares of common stock of the Company. As of July 30, 2009, the new trading symbol for the Company is “TGLN.”

During the first quarter of 2010, the Company ceased its prior operations of producing video news, business profiles, and television advertisements.

On March 19, 2010, the Company entered into a Purchase and Sale Agreement with Sterling Yacht Sales, Inc., and it stockholders, Glenn W. McMachen, Sr., and Arlene McMachen. However, since the buyers breached this agreement the transaction was rescinded, and therefore no consolidation is required.

From August 2010 until August 2014, the Company did not operate. Upon assuming the positions as a director and officer of the Company in August 2014, Mr. Fleming commenced operations of the Company as a consultant and also seeking opportunities for the Company.

On August 15, 2014, Mr. McMachen, the Company’s sole board member, and chief executive officer, president, and secretary/treasurer of the Company, appointed John Fleming as a new member of the Company’s board of directors. Mr. McMachen then resigned from all positions with the Company. Mr. Fleming was then appointed as the Company’s executive officer, president, and secretary/treasurer. Mr. Fleming will serve in these positions until the next annual meeting of stockholders or until their successors are duly elected and have qualified.

On April 27, 2015, the Company completed a 3,000 to 1 reverse split of its issued and outstanding shares of common stock, taking the balance from 3,013,552,063 to 1,004,517. As of June 30, 2015, the number of issued and outstanding shares of common stock was 1,012,029 (includes shares issued for purposes of rounding).

On September 3, 2015, the Company completed an acquisition agreement (“Acquisition Agreement”) under which the Company acquired all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation.

Effective on October 21, 2015, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name from “TBC Global News Network, Inc.” to “InCapta, Inc.”

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.

Revenue Recognition.

The Company generates revenue from three sources: sale of game applications, sale of advertising provided with games, internet marketing sales with games on per click basis ($0.01 or $0.02 per click) by users. 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. The Company has service agreements with Apple and Google, and the Company receives revenue on net basis, which is 70% and 60% of the revenue from sale of game applications and sale of advertising provided with games.

Cash and Cash Equivalents.

The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of December 31, 2015 and December 31, 2014, there were no cash equivalents except cash of $1,790 and $0, respectively.

Prepaid Consulting Fees.

Prepaid consulting fees consist of common stock issued to consultants for services that will be performed over the terms of the consulting agreements not to exceed 12 months. The value of the common stock issued for services was based on the market price of the Company’s common stock at the date of issuance. The common stock issued to consultants is fully vested at the date of issuance. Prepaid consulting fees at December 31, 2015 was $1,384,137 and will be amortized to expense over the next 12 months.

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

At December 31, 2015 and 2014, the significant components of the deferred tax assets are summarized below:

	2015			2014
Deferred income tax assets:
Net operation loss carryforwards		32,770,230			29,750,140
Total deferred income tax assets		32,770,230			29,750,140
Less: valuation allowance		(32,770,230	)		(29,750,140	)
Total deferred income tax asset	$	--		$	--

The valuation allowance increased (decreased) by $3,020,090 and $(1,238,665) in 2015 and 2014 as a result of the Company generating additional net operating losses in 2015 and using net operating losses in 2014. The Company’s net operating loss carryforward of approximately $81,925,000 begin to expire in 2034.

Income tax expense reflected in the consolidated statements of income consist of the following for 2015 and 2014:

	2015		2014
Current
Federal	$	--	$	--
State		--		--
		--		--
Deferred
Federal		--		--
State		--		--
		--		--
Income tax expense	$	--	$	--

The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2015 and 2014 is as follows:

	2015						2014
	Amount			Percent			Amount			Percent
Federal statutory rates	$	(11,820,484	)		34.0	%	$	1,052,865			34.0	%
State income taxes		(2,085,968	)		6.0	%		185,800			6.0	%
Permanent differences		10,886,362			-31.3	%		--			0.0	%
Valuation allowance (Use of NOLs)		3,020,089			-8.7	%		(1,238,665	)		-40.0	%
Effective rate	$	--			0.0	%	$	--			0.0	%

The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2011.

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. There were no interest or penalties accrued as of December 31, 2015 and 2014.

Impairment of Long-Lived Assets.

In accordance with ASC Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. At December 31, 2015, the Company evaluated its long-lived assets and determined that they had been impaired and took a charge to earnings of $4,478,142.

Net Income (Loss) Per Share.

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share is computed by dividing the weighted-average number of outstanding shares of common stock, including any potential common shares outstanding during the period, when the potential shares are dilutive. Potential common shares consist primarily of incremental shares issuable upon the assumed exercise of stock options and warrants to purchase common stock using the treasury stock method. The calculation of diluted net income (loss) per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive, as they were during 2015 and 2014. During December 31, 2015 and 2014, the number of potential common shares excluded from diluted weighted-average number of outstanding shares was 0 and 0, respectively.

Stock-Based Compensation.

Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC Topic 718, “Share-Based Payment.”

Derivative Financial Instruments.

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2015, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible debentures due to certain provisions that allow for a change in the conversion price.

Recent Pronouncements.

In January 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-01 (Subtopic 225-20), “Income Statement - Extraordinary and Unusual Items.” ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

In February, 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805)”. Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.  In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes.” The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements.

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Convertible Notes Payable

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

CONVERTIBLE NOTE PAYABLE

NOTE 3 – CONVERTIBLE NOTE PAYABLE

During the year ended December 31, 2015, the Company issued convertible notes payable to a related party in the aggregate principal amount of $51,212. The convertible notes (i) are unsecured, (ii) bear interest at the rate of 4% per annum, and (iii) are due 5 to 6 months from the date of issuance. The convertible notes are convertible at any time at the option of the note holder into shares of the Company’s common stock at a conversion rate equal to 90% (80% if the Company’s stock price is below $0.10 per share) of the Company’s stock price at the date of conversion.

Due to the variable conversion price associated with these convertible notes, the Company has determined that the conversion feature is considered derivative liabilities. The embedded conversion feature was initially calculated to be $56,547, which is recorded as a derivative liability as of the date of issuance. The derivative liability was first recorded as a debt discount up to the face amount of the convertible notes of $51,212, with the remaining $5,335 being charge as a financing cost during the year ended December 31, 2015. The debt discount is being amortized over the terms of the convertible notes. The Company recognized interest expense of $31,325 during the year ended December 31, 2015 related to the amortization of the debt discount.

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Short Term Note

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

SHORT TERM NOTE

NOTE 4 – SHORT TERM NOTE

On March 17, 2015, the Company entered into a promissory note with Peter Lambert for a loan of $25,000 that became due on June 15, 2015. The loan carries an interest at the rate of $55 per day. On June 12, 2015, the parties amended this promissory note so that the loan was extended and will accrue interest at $55 per day until this note is paid in full. As of December 31, 2015 and December 31, 2014, there was $16,136 and $0 interest accrued on the loan respectively.

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Derivative Liability

12 Months Ended

Dec. 31, 2015

Derivative Liability [Abstract]

DERIVATIVE LIABILITY

NOTE 5 – DERIVATIVE LIABILITY

The convertible notes discussed in Note 3 have a conversion price that is variable based on a percentage of the Company’s stock price which results in this embedded conversion feature being recorded as a derivative liability.

The fair value of the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability is recorded in the statement of operations under other income (expense).

The Company uses a weighted average Black-Scholes-Merton option-pricing model with the following assumptions to measure the fair value of derivative liability at December 31, 2015:

Stock price	$	0.82
Risk free rate		0.49	%
Volatility		779	%
Conversion price	$	0.74
Dividend rate		0	%
Term (years)		0.1 to 0.4

The following table represents the Company’s derivative liability activity for the period ended December 31, 2015:  

	Amount
Derivative liability balance, December 31, 2014	$	—
Issuance of derivative liability during the period ended December 31, 2015		56,547
Change in derivative liability during the nine months ended December 31, 2015		(6,271	)
Derivative liability balance, December 31, 2015	$	50,276

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Assets and Impairment

12 Months Ended

Dec. 31, 2015

Assets and Impairment [Abstract]

ASSETS AND IMPAIRMENT

NOTE 6 – ASSETS AND IMPAIRMENT

On March 31, 2015, Mr. Fleming transferred $5,743 of various office equipment and supplies to the Company.  The Company is carrying the balance due to Mr. Fleming under short-term liabilities and will reimburse Mr. Fleming. Mr. Fleming has a balance of $8,441 owed to him under “due to officers” for the transfer of assets, consulting fees and various out of pocket expenses.

On September 3, 2015, the Company completed an Acquisition Agreement under which the Company acquired all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation.

With the acquisitions the Company purchased 371 various apps with an estimated value of $5,000 per app giving the Company an asset value of $1,855,000. The Company issued 25,417,405 restricted shares of common stock and 4,075 restricted shares of Series A preferred stock valued at $4,486,777; thus the Company recorded $2,623,142 in goodwill. As of December 31, 2015, the Company impaired $4,478,142 of apps and goodwill. The Company is currently working on revamping the apps to bring them up to date.

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Related Party Transactions

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

Starting January, 1 2015 Mr. Fleming is accruing a consulting fee of $1,500 a month until the Company puts a formal contract in place. As of September 30, 2015, there is a balance of $6,305 in accounts payable. There is no written agreement for this consulting fee.

On March 31, 2015, Mr. Fleming transferred $5,743 of various office equipment and supplies to the Company.  The Company is carrying the balance due to Mr. Fleming under short-term liabilities and will reimburse Mr. Fleming during the current fiscal year. Mr. Fleming has a balance of $8,441 owed to him under “due to officers” for the transfer of assets, consulting fees and various out of pocket expenses.

On September 3, 2015 as part of the acquisition agreement Mr. Fleming received 400 Series A Preferred and 3,307,420 for consulting fees.

On September 3, 2015 the Company issued 25,417,405 restricted shares of common stock for the acquisition of all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation. 15,897,405 of these shares were issued in the name of Chasin, LLC, a Delaware limited liability company (4,300,000 shares), Team AJ, LLC, a North Carolina limited liability company (4,300,000 shares), AF Trust Company, a Florida corporation (4,100,000 shares), and Kaptiva Group, LLC, a Florida limited liability company (3,197,405 shares). John Acunto controls the voting power and investment power of the shares owned by each of these companies.

On November 16, 2015 the Company issued 700,000 restricted shares of common stock to Mr. Acunto in payment of certain debts of the Company.

On December 14, 2015 the Company issued 20,011,920 restricted shares of common stock in connection with the September 3, 2015 acquisition agreement to Team AJ, LLC (12,836,834) and AF Trust Company (7,175,096).

As various times between August 5, 2015 and December 30, 2015, Mr. Acunto loaned the Company a total of $51,212 (which is set forth in loans payable). These loans bear interest at the rate of 4% per annum; $637 in interest has been accrued on these loans, brining the total owed to $51,849.

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Going Concern

12 Months Ended

Dec. 31, 2015

Going Concern [Abstract]

GOING CONCERN

NOTE 8 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, 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 this uncertainty.

The Company’s activities to date have been supported by equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of $109,093,354 as of December 31, 2015. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

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Common Stock

12 Months Ended

Dec. 31, 2015

Common Stock and Preferred Stock [Abstract]

COMMON STOCK

NOTE 9 – COMMON STOCK

On April 27, 2015, the Company completed a 3,000 to 1 reverse split of its issued and outstanding shares of common stock, taking the balance from 3,013,552,063 to 1,004,517.  As of September 30, 2015, the number of issued and outstanding shares of common stock was 44,367,447 (includes shares issued for purposes of rounding). 

During the year ended December 31, 2015 the Company issued shared of its common stock as follows:

· 18,338,275 shares of common stock (and 680 shares of preferred stock – see below) to consultants as compensation for services valued at $4,101,575. The value was based on the market price of the Company’s common stock at the date of issuance;

· 25,417,405 shares of common stock (and 4,045 shares of preferred stock – see below) for the acquisition of all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation;

· 26,865,905 shares of common stock under the September 3, 2015 acquisition agreement valued at $27,215,905. The value was based on the market price of the Company’s common stock at the date of issuance; and

· 740,000 shares of common stock for financing costs valued at $312,500. The value was based on the market price of the Company’s common stock at the date of issuance.

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Preferred Stock

12 Months Ended

Dec. 31, 2015

Common Stock and Preferred Stock [Abstract]

PREFERRED STOCK

NOTE 10 – PREFERRED STOCK

As of December 31, 2015, the number of issued and outstanding shares of Series A preferred stock was 4,770.  

On September 3, 2015 the Company issued 4,045 restricted shares of its Series A preferred stock under the Acquisition Agreement of all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation.

On September 3, 2015 the Company issued 680 restricted shares of its Series A preferred stock to three of its consultants for past services.

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Legal Services

12 Months Ended

Dec. 31, 2015

Legal Services [Abstract]

LEGAL SERVICES

NOTE 11 – LEGAL SERVICES

The Company has entered into an attorney-client contract with Brian F. Faulkner, A Professional Law Corporation, for corporate and securities law work for the Company. This contract, dated April 3, 2015 (amended and restated on July 13, 2015), is for $100,000. As of December 31, 2015, the Company had issued 500,000 restricted shares of its common stock and 250 restricted shares of its Series A preferred stock for past and present services for the Company.

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Acquisition

12 Months Ended

Dec. 31, 2015

Acquisition [Abstract]

ACQUISITION

NOTE 12 – ACQUISITION

On September 3, 2015, the Company completed an Acquisition Agreement under which the Company acquired all of the equity interests of Stimulating Software, the acquisition of all the common stock of Inner Four, and all of the common and preferred stock of Play Celebrity.

The purchase price paid for the shares consisted of two components: shares of the Company’s common stock, and preferred shares:

25,417,405 restricted shares of Company common stock and 4,045 restricted shares of Company Series A preferred stock valued at $4,486,777. The value was based on the market price of the Company’s common stock on September 2, 2105.

A summary of the purchase price allocations is below:

	Stimulating			Inner			Play
	Software			Four			Celebrity		Total
Cash	$	11,671		$	10,566		$	111	$	22,348
Accounts receivable		6,134			-			—		6,134
Apps		927,500			927,500			—		1,855,000
Goodwill		—			—			2,623,142		2,623,142
Accounts payable		(9,335	)		(10,512	)		—		(19,847	)
Purchase price	$	935,970		$	927,554		$	2,623,253	$	4,486,777

With the acquisitions, the Company purchased 371 various apps with an estimated value of $5,000 per app, giving the Company an asset value of $1,855,000. The Company recorded $2,623,142 in goodwill. As of December 31, 2015, the Company determined that the apps and goodwill were impaired and took a charge to earnings of $4,478,142.

The unaudited pro forma information below present statement of operations data as if the above acquisitions took place on January 1, 2014.

	Years Ended December 31,
	2015			2014
	(unaudited)			(unaudited)
Net revenue	$	49,918		$	15,230
Operating income (loss)		(3,111,111	)		10,582
Net income (loss)	$	(3,108,741	)	$	3,110,880

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Subsequent Events

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

From January 1, 2016 through March 15, 2016, the Company has entered into business relationships with xTV, Kinoke, Mancuso-Martin Productions, SINT Mobile, Inc., launched seventeen of its own game apps.

On January 27, 2016, through the Company’s subsidiary, Inner Four, Inc., the Company signed a master services agreement with xTV.net to develop a Cloud Television Network for projects such as talk shows, music videos and sports events. Under this agreement, the Company has five networks with unlimited channels for each network. Currently, the Company has started to build demo networks that can be seen at www.InCapta.tv.

As various times between January 4, 2016 and February 4, 2016, Mr. Acunto loaned the Company an additional total of $4,278. These loans bear interest at the rate of 4% per annum.

On February 4, 2016, the Company, through its subsidiary Stimulating Software, entered into a service agreement with Kinoke to provide monthly website/app storage and maintenance and programming for Kinoke’s “Tunstall/Kinoke” app which is a picture/video storage system to allow people to record and store family photo/videos with sound. Kinoke through its relationship with Tunstall is estimated to reach four million subscribers. Under the agreement, the Company will also develop further apps for Kinoke that will be offered to the subscriber base.

On February 12, 2016, the Company, through its subsidiary Inner Four, Inc., entered into a joint venture agreement with Mancuso-Martin Productions to build a television network to air Leading Edge Radio Network talk shows, radio and other productions to be developed.

On March 4, 2016, the Company issued 22,493,310 restricted shares of common stock to Team AJ, LLC (controlled by John Acunto) under the Acquisition Agreement.

On March 7, 2016, the Company, through its subsidiary Stimulating Software, entered into a joint venture agreement with SINT Mobile, Inc dba Stay In Touch Mobile to develop five game apps for advertising that will be marketed to mobile carriers in India (estimated 230 million users), Africa, Indonesia and other areas of the World.

During the period of January 1, 2016 through April 18, 2016, the Company issued shares of its common stock as follows:

· 11,213,332 free trading shares of common stock under the Company’s Stock and Option Plan to consultants as compensation for services valued at $1,462,999. The value was based on the market price of the Company’s common stock at the date of issuance.

· 50,000 free trading shares of common stock under the Company’s Stock and Option Plan to an attorney as compensation for services valued at $2,000. The value was based on the market price of the Company’s common stock at the date of issuance.

· 26,844,248 restricted shares of common stock in connection with the Acquisition Agreement dated September 3, 2015, with a value of $3,687,239. The value was based on the acquisition agreement dated September 3, 2015.

· 4,000,000 freee trading shares of common stock under the Company’s Stock and Option Plan as a result of options issued under this plan to a consultant, with a value of $80,000. The value was based on the board of directors setting the exercise price at $0.02 per share.

On May 31, 2016, the Company entered into a Settlement Agreement and Stipulation (“Agreement”) with Rockwell Capital Partners, Inc., a Delaware corporation (“Rockwell”). Under the Agreement, Rockwell acquired outstanding liabilities of the Company in the principal amount of $50,861.25 under the terms set forth in a Claim Purchase Agreement. After the execution of the Agreement, the Company and Rockwell submitted, pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (“Act”), the terms and conditions of this agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares, as defined under the Agreement. On June 1, 2016, the Circuit Court of the Twelfth Judicial Circuit of Florida (Sarasota County) entered an order finding that the Agreement is approved as fair to Rockwell, within the meaning of Section 3(a)(10) of the Act, and that the sale of the shares to Rockwell and the resale of the shares by Rockwell will be exempt from registration under the Act.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Significant Accounting Policies [Abstract]

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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.

Revenue Recognition

Revenue Recognition.

The Company generates revenue from three sources: sale of game applications, sale of advertising provided with games, internet marketing sales with games on per click basis ($0.01 or $0.02 per click) by users. 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. The Company has service agreements with Apple and Google, and the Company receives revenue on net basis, which is 70% and 60% of the revenue from sale of game applications and sale of advertising provided with games.

Cash and Cash Equivalents

Cash and Cash Equivalents.

The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of December 31, 2015 and December 31, 2014, there were no cash equivalents except cash of $1,790 and $0, respectively.

Prepaid Consulting Fees.

Prepaid Consulting Fees.

Prepaid consulting fees consist of common stock issued to consultants for services that will be performed over the terms of the consulting agreements not to exceed 12 months. The value of the common stock issued for services was based on the market price of the Company’s common stock at the date of issuance. The common stock issued to consultants is fully vested at the date of issuance. Prepaid consulting fees at December 31, 2015 was $1,384,137 and will be amortized to expense over the next 12 months.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

At December 31, 2015 and 2014, the significant components of the deferred tax assets are summarized below:

	2015			2014
Deferred income tax assets:
Net operation loss carryforwards		32,770,230			29,750,140
Total deferred income tax assets		32,770,230			29,750,140
Less: valuation allowance		(32,770,230	)		(29,750,140	)
Total deferred income tax asset	$	--		$	--

The valuation allowance increased (decreased) by $3,020,090 and $(1,238,665) in 2015 and 2014 as a result of the Company generating additional net operating losses in 2015 and using net operating losses in 2014. The Company’s net operating loss carryforward of approximately $81,925,000 begin to expire in 2034.

Income tax expense reflected in the consolidated statements of income consist of the following for 2015 and 2014:

	2015		2014
Current
Federal	$	--	$	--
State		--		--
		--		--
Deferred
Federal		--		--
State		--		--
		--		--
Income tax expense	$	--	$	--

The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2015 and 2014 is as follows:

	2015						2014
	Amount			Percent			Amount			Percent
Federal statutory rates	$	(11,820,484	)		34.0	%	$	1,052,865			34.0	%
State income taxes		(2,085,968	)		6.0	%		185,800			6.0	%
Permanent differences		10,886,362			-31.3	%		--			0.0	%
Valuation allowance (Use of NOLs)		3,020,089			-8.7	%		(1,238,665	)		-40.0	%
Effective rate	$	--			0.0	%	$	--			0.0	%

The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2011.

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. There were no interest or penalties accrued as of December 31, 2015 and 2014.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets.

In accordance with ASC Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. At December 31, 2015, the Company evaluated its long-lived assets and determined that they had been impaired and took a charge to earnings of $4,478,142.

Net Income (Loss) Per Share.

Net Income (Loss) Per Share.

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of outstanding shares of common stock during the period. Diluted net income (loss) per share is computed by dividing the weighted-average number of outstanding shares of common stock, including any potential common shares outstanding during the period, when the potential shares are dilutive. Potential common shares consist primarily of incremental shares issuable upon the assumed exercise of stock options and warrants to purchase common stock using the treasury stock method. The calculation of diluted net income (loss) per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive, as they were during 2015 and 2014. During December 31, 2015 and 2014, the number of potential common shares excluded from diluted weighted-average number of outstanding shares was 0 and 0, respectively.

Stock-Based Compensation

Stock-Based Compensation.

Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC Topic 718, “Share-Based Payment.”

Derivative Financial Instruments

Derivative Financial Instruments.

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2015, the Company’s only derivative financial instrument was an embedded conversion feature associated with convertible debentures due to certain provisions that allow for a change in the conversion price.

Recent Pronouncements

Recent Pronouncements.

In January 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-01 (Subtopic 225-20), “Income Statement - Extraordinary and Unusual Items.” ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

In February, 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805)”. Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.  In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes.” The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements.

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Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Significant Accounting Policies [Abstract]

Schedule of deferred tax assets

	2015			2014
Deferred income tax assets:
Net operation loss carryforwards		32,770,230			29,750,140
Total deferred income tax assets		32,770,230			29,750,140
Less: valuation allowance		(32,770,230	)		(29,750,140	)
Total deferred income tax asset	$	--		$	--

Schedule of Income tax expense

	2015		2014
Current
Federal	$	--	$	--
State		--		--
		--		--
Deferred
Federal		--		--
State		--		--
		--		--
Income tax expense	$	--	$	--

Schedule of effective income federal statutory rate

	2015						2014
	Amount			Percent			Amount			Percent
Federal statutory rates	$	(11,820,484	)		34.0	%	$	1,052,865			34.0	%
State income taxes		(2,085,968	)		6.0	%		185,800			6.0	%
Permanent differences		10,886,362			-31.3	%		--			0.0	%
Valuation allowance (Use of NOLs)		3,020,089			-8.7	%		(1,238,665	)		-40.0	%
Effective rate	$	--			0.0	%	$	--			0.0	%

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Derivative Liability (Tables)

12 Months Ended

Dec. 31, 2015

Derivative Liability [Abstract]

Schedule of fair value of derivative liability

Stock price	$	0.82
Risk free rate		0.49	%
Volatility		779	%
Conversion price	$	0.74
Dividend rate		0	%
Term (years)		0.1 to 0.4

Schedule of derivative liability activity

	Amount
Derivative liability balance, December 31, 2014	$	—
Issuance of derivative liability during the period ended December 31, 2015		56,547
Change in derivative liability during the nine months ended December 31, 2015		(6,271	)
Derivative liability balance, December 31, 2015	$	50,276

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Acquisition (Tables)

12 Months Ended

Dec. 31, 2015

Acquisition [Abstract]

Summary of purchase price allocations

	Stimulating			Inner			Play
	Software			Four			Celebrity		Total
Cash	$	11,671		$	10,566		$	111	$	22,348
Accounts receivable		6,134			-			—		6,134
Apps		927,500			927,500			—		1,855,000
Goodwill		—			—			2,623,142		2,623,142
Accounts payable		(9,335	)		(10,512	)		—		(19,847	)
Purchase price	$	935,970		$	927,554		$	2,623,253	$	4,486,777

Summary of unaudited pro forma information

	Years Ended December 31,
	2015			2014
	(unaudited)			(unaudited)
Net revenue	$	49,918		$	15,230
Operating income (loss)		(3,111,111	)		10,582
Net income (loss)	$	(3,108,741	)	$	3,110,880

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Nature of Business (Details)				1 Months Ended
	Apr. 27, 2015	Apr. 09, 2009	Sep. 06, 2007	Jun. 30, 2015
Nature of business (Textual)
Reverse stock split, description	3,000 to 1 reverse split	10,000 to 1 reverse split	1,000 to 1 reverse split
Reverse split issued and outstanding, description	The Company completed a 3,000 to 1 reverse split of its issued and outstanding shares of common stock, taking the balance from 3,013,552,063 to 1,004,517.			The number of issued and outstanding shares of common stock was 1,012,029 (includes shares issued for purposes of rounding).

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Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred income tax assets:
Net operation loss carryforwards	$ 32,770,230	$ 29,750,140
Total deferred income tax assets	32,770,230	29,750,140
Less: valuation allowance	(32,770,230)	(29,750,140)
Total deferred income tax asset

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Significant Accounting Policies (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Current
Federal
State
Current Income Tax Expense
Deferred
Federal
State
Total deferred Income tax expense
Income tax expense

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Significant Accounting Policies (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Significant Accounting Policies [Abstract]
Federal statutory rates	$ (11,820,484)	$ 1,052,865
State income taxes amount	(2,085,968)	185,800
Permanent differences amount	10,886,362
Valuation allowance (Use of NOLs), amount	3,020,089	(1,238,665)
Effective rate amount
Federal statutory rates percentage	34.00%	34.00%
State income taxes, percentage	6.00%	6.00%
Permanent differences, percentage	(31.30%)	0.00%
Valuation allowance (Use of NOLs), percentage	(8.70%)	(40.00%)
Effective rate percentage	0.00%	0.00%

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Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Significant Accounting Policies (Textual)
Cash	$ 1,790	$ 0
Prepaid consulting fees	$ 1,384,137
Description of internet marketing sales	($0.01 or $0.02 per click)
Percentage of revenue, description	The Company receives revenue on net basis, which is 70% and 60% of the revenue from sale of game applications and sale of advertising provided with games.
Impairment of long-lived assets	$ 4,478,142
Diluted weighted-average number of outstanding shares	0	0
Valuation allowance increased (decreased)	$ 3,020,089	$ (1,238,665)
Net operating loss carryforward	$ 81,925,000
Operating loss carryforward, expiration date	Dec. 31, 2034

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Convertible Notes Payable (Details)	12 Months Ended
	Dec. 31, 2015 USD ($)
Convertible notes payable (Textual)
Aggregate principal amount	$ 51,212
Interest rate	4.00%
Due date description	Due 5 to 6 months from the date of issuance.
Conversion rate	90.00%
Debt conversion, description	(80% if the Company's stock price is below $0.10 per share)
Derivative liability	$ 56,547
Financing cost	5,335
Amortization of debt discounts	$ 31,325
Description of debt instrument	The convertible notes (i) are unsecured, (ii) bear interest at the rate of 4% per annum, and (iii) are due 5 to 6 months from the date of issuance. The convertible notes are convertible at any time at the option of the note holder into shares of the Company's common stock at a conversion rate equal to 90% (80% if the Company's stock price is below $0.10 per share) of the Company's stock price at the date of conversion.

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Short Term Note (Details) - USD ($)	Jun. 12, 2015	Mar. 17, 2015	Dec. 31, 2015	Dec. 31, 2014
Short Term Note (Textual)
Loan amount		$ 25,000
Loan due date		Jun. 15, 2015
Loan interest rate per day, value		$ 55
Interest for loan, description	The parties amended this promissory note so that the loan was extended and will accrue interest at $55 per day until this note is paid in full.
Accrued interest			$ 16,136	$ 0

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Derivative Liability (Details)	12 Months Ended
	Dec. 31, 2015 $ / shares
Derivative [Line Items]
Stock price	$ 0.82
Risk free rate	0.49%
Volatility	779.00%
Conversion price	$ 0.74
Dividend rate	0.00%
Minimum [Member]
Derivative [Line Items]
Term (years)	1 month 6 days
Maximum [Member]
Derivative [Line Items]
Term (years)	4 months 24 days

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Derivative Liability (Details 1)	12 Months Ended
	Dec. 31, 2015 USD ($)
Derivative Liability [Abstract]
Derivative liability balance, December 31, 2014
Issuance of derivative liability during the period ended December 31, 2015	56,547
Change in derivative liability during the nine months ended December 31, 2015	(6,271)
Derivative liability balance, December 31, 2015	$ 50,276

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Assets and Impairment (Details)		12 Months Ended
	Sep. 03, 2015 USD ($) Apps shares	Dec. 31, 2015 USD ($)	Mar. 31, 2015 USD ($)
Assets And Impairment (Textual)
Number of apps | Apps	371
Estimated value per app	$ 5,000
Asset value of various apps		$ 1,855,000
Restricted stock issued, value	$ 4,486,777
Goodwill		2,623,142
Impairment of intangible assets		$ 4,478,142
Series A Preferred Stock [Member]
Assets And Impairment (Textual)
Restricted stock issued, shares | shares	4,045
Common Stock [Member]
Assets And Impairment (Textual)
Restricted stock issued, shares | shares	25,417,405
Mr. Fleming [Member]
Assets And Impairment (Textual)
Office equipment and supplies transferred by Mr. Fleming			$ 5,743
Due to officers			$ 8,441

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Related Party Transactions (Details) - USD ($)			1 Months Ended	12 Months Ended
	Dec. 14, 2015	Sep. 03, 2015	Nov. 16, 2015	Dec. 31, 2015	Dec. 30, 2015	Sep. 30, 2015	Mar. 31, 2015	Jan. 02, 2015	Dec. 31, 2014
Related Party Transactions (Textual)
Accounts payable						$ 6,305
Due to officer				$ 8,441					$ 404
Restricted shares issued for acquisition	20,011,920
Interest rate				4.00%
Total owed amount of debt				$ 52,412
Series A Preferred Stock [Member]
Related Party Transactions (Textual)
Restricted shares issued for consulting fees		680
Restricted shares issued for acquisition		4,045		4,075
Mr. Fleming
Related Party Transactions (Textual)
Accruing a consulting fee								$ 1,500
Office equipment and supplies transferred by Mr. Fleming							$ 5,743
Restricted shares issued for consulting fees		3,307,420
Mr. Fleming | Series A Preferred Stock [Member] | Acquisition Agreement [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition		400
Stimulating Software, LLC [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition		25,417,405
Chasin, LLC [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition		15,897,405
Delaware limited liability [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition		4,300,000
Team AJ, LLC [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition		4,300,000
Team AJ, LLC [Member] | Acquisition Agreement [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition		12,836,834
AF Trust [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition		4,100,000
AF Trust [Member] | Acquisition Agreement [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition		7,175,096
Kaptiva Group, LLC [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition		3,197,405
Mr. Acunto [Member]
Related Party Transactions (Textual)
Restricted shares issued for acquisition			700,000
Loans payable					$ 51,212
Interest rate				4.00%
Accrued interest				$ 637
Total owed amount of debt				$ 51,849

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Going Concern (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Going Concern (Textual)
Accumulated deficit	$ (109,093,354)	$ (74,374,926)

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Common Stock (Details) - USD ($)							12 Months Ended
		Dec. 14, 2015	Sep. 03, 2015	Apr. 27, 2015	Apr. 09, 2009	Sep. 06, 2007	Dec. 31, 2015		Sep. 30, 2015	Dec. 31, 2014
Common Stock (Textual)
Reverse stock split, description				3,000 to 1 reverse split	10,000 to 1 reverse split	1,000 to 1 reverse split
Shares issued for financing costs							$ 312,500
Common stock, shares issued							72,373,614		44,367,447	1,004,517
Common stock, shares outstanding							72,373,614		44,367,447	1,004,517
Shares issued for services							$ 4,101,575
Shares issued for acquisitions							$ 4,486,777
Shares issued for acquisitions, shares		20,011,920
Common Stock [Member]
Common Stock (Textual)
Common stock issued and outstanding shares	[1]						740,000
Shares issued for financing costs							$ 740
Shares issued for services, shares	[1]						18,338,275
Shares issued for services							$ 18,338
Shares issued for acquisitions			$ 27,215,905				$ 25,417
Shares issued for acquisitions, shares			26,865,905				25,417,405	[1]
Preferred Stock [Member]
Common Stock (Textual)
Common stock issued and outstanding shares							45
Shares issued for financing costs
Shares issued for services, shares							680
Shares issued for services							$ 1
Shares issued for acquisitions							$ 4
Shares issued for acquisitions, shares							4,045
Maximum [Member]
Common Stock (Textual)
Common stock issued and outstanding shares				3,013,552,063
Minimum [Member]
Common Stock (Textual)
Common stock issued and outstanding shares				1,004,517
Stock Compensation Plan [Member] | Common Stock [Member]
Common Stock (Textual)
Shares issued for services, shares							18,338,275
Shares issued for services							$ 4,101,575

[1] The number of shares of common stock reflects the amount immediately after a 3,000 to 1 reverse split of the Company's common stock that was effective on April 27, 2015.

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Preferred Stock (Details) - shares			12 Months Ended
	Dec. 14, 2015	Sep. 03, 2015	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Preferred Stock (Textual)
Common stock, shares issued			72,373,614	44,367,447	1,004,517
Common stock, shares outstanding			72,373,614	44,367,447	1,004,517
Shares issued for acquisitions, shares	20,011,920
Series A Preferred Stock [Member]
Preferred Stock (Textual)
Common stock, shares issued			4,770
Common stock, shares outstanding			4,770
Shares issued for acquisitions, shares		4,045	4,075
Shares issued for services, shares		680

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Legal Services (Details) - shares		12 Months Ended
	Sep. 03, 2015	Dec. 31, 2015
Legal Services Textual [Abstract]
Legal services contract, Description		Company has entered into an attorney-client contract with Brian F. Faulkner, A Professional Law Corporation, for corporate and securities law work for the Company. This contract, dated April 3, 2015 (amended and restated on July 13, 2015), is for $100,000.
Series A Preferred Stock [Member]
Legal Services Textual [Abstract]
Restricted share of common stock, shares	4,045	250
Common Stock [Member]
Legal Services Textual [Abstract]
Restricted share of common stock, shares	25,417,405	500,000

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Acquisition (Details)	Dec. 31, 2015 USD ($)
Business Acquisition [Line Items]
Cash	$ 22,348
Accounts receivable	6,134
Apps	1,855,000
Goodwill	2,623,142
Accounts payable	(19,847)
Purchase price	4,486,777
Stimulating Software [Member]
Business Acquisition [Line Items]
Cash	11,671
Accounts receivable	6,134
Apps	927,500
Goodwill
Accounts payable	(9,335)
Purchase price	935,970
Inner Four [Member]
Business Acquisition [Line Items]
Cash	10,566
Accounts receivable
Apps	927,500
Goodwill
Accounts payable	(10,512)
Purchase price	927,554
Play Celebrity [Member]
Business Acquisition [Line Items]
Cash	111
Accounts receivable
Apps
Goodwill	2,623,142
Accounts payable
Purchase price	$ 2,623,253

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Acquisition (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Unaudited pro forma information
Net revenue	$ 49,918	$ 15,230
Operating income (loss)	(3,111,111)	10,582
Net income (loss)	$ (3,108,741)	$ 3,110,880

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Acquisition (Details Textual)		12 Months Ended
	Sep. 03, 2015 USD ($) Apps shares	Dec. 31, 2015 USD ($)
Acquisition (Textual)
Restricted stock issued, value	$ 4,486,777
Goodwill		$ 2,623,142
Impairment of intangible assets		4,478,142
Number of apps | Apps	371
Estimated value per app	$ 5,000
Asset value of various apps		$ 1,855,000
Series A preferred stock [Member]
Acquisition (Textual)
Restricted stock issued, shares | shares	4,045
Common Stock [Member]
Acquisition (Textual)
Restricted stock issued, shares | shares	25,417,405

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Subsequent Events (Details) - USD ($)		4 Months Ended	12 Months Ended
	Mar. 04, 2016	Apr. 18, 2016	Dec. 31, 2015	May 31, 2016	Feb. 04, 2016	Dec. 30, 2015
Subsequent Events (Textual)
Trading shares of common stock, value			$ 4,101,575
Principal amount of acquired outstanding liabilities			$ 51,212
Interest rate			4.00%
Mr. Acunto [Member]
Subsequent Events (Textual)
Loans payable						$ 51,212
Interest rate			4.00%
Subsequent Events [Member] | Acquisition Agreement [Member]
Subsequent Events (Textual)
Restricted share of common stock, value		$ 3,687,239
Restricted share of common stock, shares		26,844,248
Subsequent Events [Member] | Consultants [Member]
Subsequent Events (Textual)
Trading shares of common stock, shares		11,213,332
Trading shares of common stock, value		$ 1,462,999
Subsequent Events [Member] | Attorney [Member]
Subsequent Events (Textual)
Trading shares of common stock, shares		50,000
Trading shares of common stock, value		$ 2,000
Subsequent Events [Member] | Consultant one [Member]
Subsequent Events (Textual)
Trading shares of common stock, shares		4,000,000
Trading shares of common stock, value		$ 80,000
Exercise price		$ 0.02
Subsequent Events [Member] | Mr. Acunto [Member]
Subsequent Events (Textual)
Loans payable					$ 4,278
Subsequent Events [Member] | Team AJ, LLC [Member]
Subsequent Events (Textual)
Restricted share of common stock, shares	22,493,310
Subsequent Events [Member] | Rockwell Capital Partners [Member]
Subsequent Events (Textual)
Principal amount of acquired outstanding liabilities				$ 50,861.25